Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time to time. The Trustee’s shall be entitled to, such compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as the Company shall and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket and documented expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable and documented fees and the expenses and disbursements of its duties under this Indenturecounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its negligence, negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all documented loss, liabilityliability or expense, damage, claim or expense (including reasonable and documented attorneys’ fees and expensesfees, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the reasonable and documented costs and expenses of defending itself against any third-party claim of liability in the premises (whether asserted by the Company, or any Holder holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of any of its powers or duties under this Indenture))hereunder, incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of enforcing the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureSection.

Compensation and Reimbursement. The Company shall Issuers covenant and agree to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may shall from time to time agree in writing from time to time. The Trustee’s for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable out-of-pocket and documented expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable and documented compensation and the reasonable and documented expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable have been caused by its negligence or willful misconduct; and (3) to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of indemnify the Trustee’s , its directors, officers, agents and counsel. The Company shall indemnify the Trustee employees for, and to hold it them harmless against, any and all loss, liability, damage, claim claim, liability or expense (including attorneys’ fees and expensesincurred without negligence or bad faith on its part, and including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any the Company, a Holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the The Trustee shall have a lien prior to the Securities of as to all property and funds held by it hereunder for any series on all money or property held or collected by the Trusteeamount owing to it pursuant to this Section 6.07, except that with respect to funds held in trust to pay principal for the benefit of and interest on, or any Additional Amounts with respect to, the Holders of particular Securities of that seriesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(55.01(8) or (6) occursSection 5.01(9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section 6.7 and any lien arising hereunder 6.07 shall survive the resignation or removal of the Trustee or the and any satisfaction and discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable As compensation for its services as the Company and hereunder, the Trustee may agree in writing from time shall be entitled to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse receive the Trustee upon request for all reasonable Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the extent permitted by Section 7.05(c), and such other amounts as separately agreed with the Seller. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability, or “unanticipated out-of-pocket expensespocket” expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the performance of its duties under this Indenture, except or any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder legal action or any other Person (other than the Company to the extent of any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates (including but not limited to the provisions of Section 3.07 hereof), other than any loss, liability or trusts hereunderexpense incurred by reason of willful misfeasance, including bad faith or negligence in the performance of its duties hereunder or the exercise by reason of its powers reckless disregard of obligations and duties hereunder. With respect to any All such claim other than a claim brought amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the Companyparties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, (i) officer, employee or agent of the Trustee shall notify be indemnified by the Company promptly of Seller and held harmless against any claim for which it may seek indemnityloss, (ii) the Company may at its option defend the claim, in which event liability or reasonable expenses incurred by the Trustee shall cooperate in performing its duties as Tax Matters Person for the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of such counsel and (iii) the Company need not pay for any settlement made without its consentwillful misfeasance, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money negligence or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that seriesbad faith. When the Trustee incurs expenses or renders provides services after an Event the occurrence of Default specified in Section 5.1(5) a default and the commencement of a voluntary or (6) occursinvoluntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses and the compensation fees for the such services are intended to constitute expenses of administration under any Bankruptcy Lawsuch laws. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall Issuers covenant and agree to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may shall be attributable determined by a court of competent jurisdiction to have been caused by its negligence, own negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to fully indemnify the Trustee (and its officers, agents, directors and employees) and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee liability in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldpremises. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder indemnity shall survive the termination of this Indenture, payment in full of the Securities and resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureTrustee.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable arise from its negligence or bad faith. The Partnership also covenants to its indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith. Such expenses shall include faith on the reasonable compensation and expenses part of the Trustee’s agents and counsel. The Company shall indemnify , arising out of or in connection with the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim acceptance or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by administration of this trust or determined by the income of the Trustee)trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation The Partnership also covenants to indemnify and expenses of the Trustee’s agents and counsel. The Company shall indemnify defend the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may shall from time to time agree in writing from time to time. The Trustee’s for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable out-of-pocket and documented expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable and documented compensation and the reasonable and documented expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable have been caused by its negligence or willful misconduct; and (3) to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of indemnify the Trustee’s , its directors, officers, agents and counsel. The Company shall indemnify the Trustee employees for, and to hold it them harmless against, any and all loss, liability, damage, claim claim, liability or expense (including attorneys’ fees and expensesincurred without negligence or bad faith on its part, and including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any the Company, a Holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the The Trustee shall have a lien prior to the Securities of as to all property and funds held by it hereunder for any series on all money or property held or collected by the Trusteeamount owing to it pursuant to this Section 6.07, except that with respect to funds held in trust to pay principal for the benefit of and interest on, or any Additional Amounts with respect to, the Holders of particular Securities of that seriesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(55.01(3) or (6) occursSection 5.01(4), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the and any satisfaction and discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company Corporation shall pay to the Trustee from time to time such reasonable compensation for its services as the Company Corporation and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Corporation shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company Corporation shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company Corporation to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the CompanyCorporation, (i) the Trustee shall notify the Company Corporation promptly of any claim for which it may seek indemnity, (ii) the Company Corporation may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company Corporation shall pay the reasonable fees and expenses of such counsel and (iii) the Company Corporation need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the CompanyCorporation’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the CompanyCorporation’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as mutually agreed to from time to time in writing by the Company shall and the Trustee and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, negligence or willful misconduct or bad faithmisconduct. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this IndentureIndenture in accordance with a final, non-appealable order of a court of competent jurisdiction)), incurred by it without negligence, negligence or willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate (at the expense of the Company) in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. The obligations of the Company under this Section 6.7 will survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesIncurred without negligence, and including taxes other than taxes based upon, measured by wilful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time shall be entitled to time. The Trustee’s be paid, such compensation (which shall not be limited by any provision of law on 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. The Except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and advances incurred by it in connection with the performance expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, expense or disbursement or advance as may be attributable to shall have been caused by its own negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee (and its officers, agents, directors and employees) for, and shall hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expensesexpense, and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence, willful misconduct or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim of liability (whether asserted by the Company, any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this IndenturePerson)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the The Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) . Failure by the Trustee so to notify the Company may at shall not relieve the Company of its option obligations hereunder, except to the extent that the Company has been prejudiced by such failure. The Company shall defend the claim, in which event claim and the Trustee shall cooperate cooperate, to the extent reasonable, in the defense and of any such claim, and, if (in the Trustee may have one separate opinion of counsel and 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 such separate counsel and (iii) 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money withheld or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenturedelayed.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable As compensation for its services as the Company and hereunder, the Trustee may agree in writing from time shall be entitled to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse receive the Trustee upon request for all reasonable Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the extent permitted by Section 7.05(c), and such other amounts as separately agreed with the Seller. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability, or "unanticipated out-of-pocket expensespocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the performance of its duties under this Indenture, except or any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder legal action or any other Person (other than the Company to the extent of any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates, other than any loss, liability or trusts hereunderexpense incurred by reason of willful misfeasance, including bad faith or negligence in the performance of its duties hereunder or the exercise by reason of its powers reckless disregard of obligations and duties hereunder. With respect to any All such claim other than a claim brought amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the Companyparties hereto that a "claim" as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, (i) officer, employee or agent of the Trustee shall notify be indemnified by the Company promptly of Seller and held harmless against any claim for which it may seek indemnityloss, (ii) the Company may at its option defend the claim, in which event liability or reasonable expenses incurred by the Trustee shall cooperate in performing its duties as Tax Matters Person for the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of such counsel and (iii) the Company need not pay for any settlement made without its consentwillful misfeasance, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money negligence or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that seriesbad faith. When the Trustee incurs expenses or renders provides services after an Event the occurrence of Default specified in Section 5.1(5) a default and the commencement of a voluntary or (6) occursinvoluntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses and the compensation fees for the such services are intended to constitute expenses of administration under any Bankruptcy Lawsuch laws. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall covenants and agrees to pay to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than liability in connection with the Company to the extent exercise or performance of any claim brought by it against of its powers or duties hereunder. The Company and any Guarantors, jointly and severally, shall indemnify the Trustee that establishes a breach by for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence or bad faith on the part of the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its the acceptance or administration of the this trust or trusts hereunder, including and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantors (including this Section 6.7) or defending itself against any claim whether asserted by any Holder, the Company or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). With respect to any such claim other than a claim brought by the Company, (i) the The Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) . Failure by the Trustee to so notify the Company may at shall not relieve the Issuer of its option obligations hereunder. The Company shall defend the claim, in which event claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense and the defense. The Trustee may have one separate counsel and the Company Issuer shall pay the reasonable fees and expenses of such counsel and (iii) counsel. Neither the Company need not pay for nor any settlement made without its consentGuarantor shall be required to reimburse any expense or indemnify against any loss, which consent liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. The obligations of the Company under this Section 6.7 shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture or the earlier resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occursDefault, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureCode.

Compensation and Reimbursement. The Company shall Each Issuer covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Each of the Company shall and the Guarantor, jointly and severally, covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall or the Guarantor will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred Incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable arise from its negligence or bad faith. Each of the Company and the Guarantor, jointly and severally, also covenants to its indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense Incurred without negligence, willful misconduct or bad faith. Such expenses shall include faith on the reasonable compensation and expenses part of the Trustee’s agents and counsel. The Company shall indemnify , arising out of or in connection with the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim acceptance or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by administration of this trust or determined by the income of the Trustee)trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company and the Guarantor under this Section 7.06 to any such claim other than a claim brought by compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense Guarantor and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7Debt Securities and Coupons, the Trustee shall have a lien prior to the Securities of any series on if any, upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Debt Securities of that seriesand Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(h) or (6i) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may shall from time to time agree in writing from time to time. The Trustee’s for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable compensation and the expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable to have been caused by its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation ; and expenses of (3) to indemnify the Trustee’s , its directors, officers, agents and counsel. The Company shall indemnify the Trustee employees for, and to hold it them harmless against, any and all loss, liability, damage, claim claim, liability or expense (including attorneys’ fees and expensesincurred without negligence or bad faith on its part, and including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any the Company, a Holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the The Trustee shall have a lien prior to the Securities of as to all property and funds held by it hereunder for any series on all money or property held or collected by the Trusteeamount owing to it pursuant to this Section 6.07, except that with respect to funds held in trust to pay principal for the benefit of and interest on, or any Additional Amounts with respect to, the Holders of particular Securities of that seriesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(55.01(3) or (6) occursSection 5.01(4), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the and any satisfaction and discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time and the Agents, and the Trustee and the Agents shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), as the Company, and the Trustee or the Agents may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee or the Agents, and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee and the Agents upon their request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee or the Agents in connection accordance with any of the performance provisions of its duties under this Indenture, Indenture (including the reasonable compensation and the expenses and disbursements of their counsel and of all Persons not regularly in their employ) except any such expense, disbursement or advance as may be attributable to its negligence, arise from their negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to indemnify the Trustee and the Agents (and their officers, agents, directors and employees) for, and to hold it them harmless against, any and all lossclaims, liabilityobligation, damagelosses, claim liabilities, damages, injuries, penalties, stamp or expense other similar taxes, actions, suits, judgment, reasonable costs and expenses (including reasonable attorneys’ fees and agents’ fees and expenses) of whatever kind or nature, incurred without negligence or willful misconduct and including taxes other than taxes based uponregardless of their merit, measured by demanded, asserted, or determined by claimed against the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim Trustee (whether asserted by any Holder or any other Person (other than Securityholder, the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture))otherwise) directly or indirectly related to, incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its the acceptance or administration of the trust or trusts hereunderthis Indenture, including the performance costs and expenses of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of defending themselves against any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate of liability in the defense premises, reasonable attorneys’ and the Trustee may have one separate counsel and the Company shall pay the reasonable consultants’ fees and expenses of such counsel and court costs, enforcing this Indenture (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in including this Section 6.7, the Trustee shall have a lien prior 7.06) and of defending themselves against any claims except to the Securities of any series on all money or property held or collected extent caused by the Trustee, except that held in trust to pay principal of and interest on, ’s or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses Agents’ negligence or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawwillful misconduct. The provisions obligations of the Company under this Section 6.7 and any lien arising hereunder 7.06(a) shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenturean Agent.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such reasonable compensation for its services as the Company Partnership and the Trustee may agree in writing shall from time to time. The Trustee’s time agree in writing, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, gross negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall Partnership also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (expense, including attorneys’ fees and expensesexpenses of counsel, and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), including ) incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder gross negligence or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Partnership, or any Holder or any other Person) or liability in connection with the exercise or performance of its duties or the exercise any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section. With respect to any such claim other than a claim brought by The Partnership and the Company, (i) Holders agree that as security for the performance of the obligations of the Partnership under this Section the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions obligations of the Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances, and the Lien referred to herein, shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Section 6.7 Indenture, the termination for any reason of this Indenture, and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureTrustee.

Compensation and Reimbursement. The Company Trustee shall pay receive compensation for fees and reimbursement for expenses pursuant to Section 2.05, Section 6.12, Section 7.03(b)(i)(A), 7.03(b)(iii)(G), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such reasonable compensation for its services as the Company and any director, officer, employee or agent of the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited indemnified by the Trust and held harmless against any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable loss, liability, or "unanticipated out-of-pocket expensespocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the performance of its duties under this Indenture, except or any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder legal action or any other Person (other than the Company to the extent of any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates, other than any loss, liability or trusts expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. All such amounts described in the preceding sentence shall be payable as provided in Section 7.03(b)(iii)(G). It is understood by the parties hereto that a "claim" as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, including officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation as Tax Matters Person for the services are intended to constitute expenses of administration under any Bankruptcy LawREMIC created hereunder. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred Incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expensesIncurred without negligence, and including taxes other than taxes based upon, measured by wilful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7Debt Securities and Coupons, the Trustee shall have a lien prior to the Securities of any series on if any, upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Debt Securities of that seriesand Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time to time. The Trustee’s shall be entitled to, such compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as the Company shall and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket and documented expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable and documented fees and the expenses and disbursements of its duties under this Indenturecounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its negligence, negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all documented loss, liabilityliability or expense, damage, claim or expense (including reasonable and documented attorneys’ fees and expensesfees, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the reasonable and documented costs and expenses of defending itself against any third-party claim of liability in the premises (whether asserted by the Company, or any Holder holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of any of its powers or duties under this Indenture))hereunder, incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of enforcing the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture7.06.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall covenants and agrees to pay to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company and any Guarantors, jointly and severally, shall indemnify the Trustee for, and hold it the Trustee harmless against, any and all loss, liability, damage, claim claims, liability or expense (including reasonable attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by ) incurred without negligence or determined by bad faith on the income part of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its the acceptance or administration of the this trust or trusts hereunder, including and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantors (including this Section 6.7) or defending itself against any claim whether asserted by any Holder, the Company or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). With respect to any such claim other than a claim brought by the Company, (i) the The Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) . Failure by the Trustee to so notify the Company may at shall not relieve the Issuer of its option obligations hereunder. The Company shall defend the claim, in which event claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense and the defense. The Trustee may have one separate counsel and the Company Issuer shall pay the reasonable fees and expenses of such counsel and (iii) counsel. Neither the Company need not pay for nor any settlement made without its consentGuarantor shall be required to reimburse any expense or indemnify against any loss, which consent liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. The obligations of the Company under this Section 6.7 shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture or the earlier resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occursDefault, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureCode.

Compensation and Reimbursement. The Company shall will (a) pay to the Trustee from time to time such reasonable compensation for its all services rendered by it hereunder as the Company and the Trustee may parties shall agree in writing from time to time. The Trustee’s time (which compensation shall will not be limited by to any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) except as otherwise expressly provided herein, reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements disbursements, and advances incurred or made by it the Trustee in connection accordance with provision of this Indenture (including the performance reasonable compensation and the expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its negligence, negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation misconduct; and expenses (c) indemnify each of the Trustee’s Trustee and any predecessor Trustee and their agents and counsel. The Company shall indemnify the Trustee for, and hold it them harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expensesexpense, and including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), including ) incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder negligence or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith on its part arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the performance costs and expenses of its duties or the exercise of its powers hereunder. With respect to defending itself against any such claim other than a claim brought (whether asserted by the Company, (iany Holder or any other Person) or liability in connection with the Trustee shall notify the Company promptly exercise or performance of any claim for which it may seek indemnity, (ii) of its powers or duties hereunder or in connection with enforcing the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses provisions of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldthis Section. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the The Trustee shall have a lien prior to the Securities of as to all property and funds held by it hereunder for any series on all money amount owing it or property held or collected by the Trusteeany predecessor Trustee pursuant to this Section 9.06, except that with respect to funds held in trust to pay principal for the benefit of and interest on, or any Additional Amounts with respect to, the Holders of particular Securities of that seriesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(58.01(vi) or (6) occursSection 8.01(vii), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Partnership also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Partnership also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable compensation and the expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation ; and expenses of the Trustee’s agents and counsel. The Company shall (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of its duties or the exercise any of its powers or duties hereunder, except those attributable to its negligence or bad faith. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. With respect to any such claim other than a claim brought Such additional indebtedness shall be secured by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to that of the Securities of any series on upon all money or property and funds held or collected by the TrusteeTrustee as such, except that funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to pay principal of and interest onthe Trustee under applicable law, or any Additional Amounts with respect to, particular Securities of that series. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(5501(4) or (6) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. 62 54 The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the satisfaction and discharge of the Company’s obligations under this Indenture and the termination defeasance of this Indenture.the Securities. SECTION 608. Disqualification;

Compensation and Reimbursement. The Company shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may shall from time to time agree in writing from time to time. The Trustee’s for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable compensation and the expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable have been caused by its negligence or willful misconduct; and (3) to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of indemnify the Trustee’s , its directors, officers, agents and counsel. The Company shall indemnify the Trustee employees for, and to hold it them harmless against, any and all loss, liability, damage, claim claim, liability or expense (including attorneys’ fees and expensesincurred without negligence or bad faith on its part, and including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any the Company, a Holder or any other Person (other than Person) or liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the The Trustee shall have a lien prior to the Securities of as to all property and funds held by it hereunder for any series on all money or property held or collected by the Trusteeamount owing to it pursuant to this Section 6.07, except that with respect to funds held in trust to pay principal for the benefit of and interest on, or any Additional Amounts with respect to, the Holders of particular Securities of that seriesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 5.1(55.01(7) or (6) occursSection 5.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the and any satisfaction and discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including reasonable attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (65.1(6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. Each Issuer and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Each of the Company shall and the Guarantor agrees: (1) to pay to the Trustee from time to time such reasonable compensation for its services as shall be agreed in writing between the Company on the one hand and the Trustee may agree in writing from time to time. The Trustee’s on the other for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any provision of this Indenture (including the performance reasonable compensation and the expenses and disbursements of its duties under this Indentureagents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct the Trustee's negligence or bad faith. Such expenses shall include the reasonable compensation ; and expenses of the Trustee’s agents and counsel. The Company shall (3) to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct negligence or bad faith on their part, arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees costs and expenses of defending 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 counsel and (iii) loss, liability or expense was due to the Company need not pay Trustee's negligence or bad faith. The indemnification provided for any settlement made without its consent, which consent herein shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents survive the termination of this Indenture or the earlier resignation or removal of the Trustee. To secure As security for the Company’s payment performance of the obligations in of the Company under this Section 6.7606, the Trustee shall have a lien prior to the Securities of any series on upon all money or property and funds held or collected by the TrusteeTrustee as such, except that funds held in trust to pay for the payment of principal of of, and premium or interest on, on or any Additional Amounts with respect to, particular to Securities of that seriesor any Coupons appertaining thereto. When Any compensation or expense incurred by the Trustee incurs expenses or renders services after an Event of Default a default specified in by Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are 501 is intended to constitute expenses an expense of administration under any Bankruptcy Lawthen applicable bankruptcy or insolvency law. The provisions "Trustee" for purposes ------- of this Section 6.7 and 606 shall include any lien arising hereunder predecessor Trustee but the negligence or bad faith of any Trustee shall survive not affect the resignation or removal rights of the any other Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureSection 606.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable As compensation for its services as the Company and hereunder, the Trustee may agree in writing from time shall be entitled to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse receive the Trustee upon request for all reasonable Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the extent permitted by Section 7.05(c), and such other amounts as separately agreed with the Seller. Except as otherwise provided in this Agreement, the Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Trust and held harmless against any loss, liability, or “unanticipated out-of-pocket expensespocket” expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the performance of its duties under this Indenture, except or any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder legal action or any other Person (other than the Company to the extent of any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates, other than any loss, liability or trusts hereunderexpense incurred by reason of willful misfeasance, including bad faith or negligence in the performance of its duties hereunder or the exercise by reason of its powers reckless disregard of obligations and duties hereunder. With respect to any All such claim other than a claim brought amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the Companyparties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, (i) officer, employee or agent of the Trustee shall notify be indemnified by the Company promptly of Seller and held harmless against any claim for which it may seek indemnityloss, (ii) the Company may at its option defend the claim, in which event liability or reasonable expenses incurred by the Trustee shall cooperate in performing its duties as Tax Matters Person for the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of such counsel and (iii) the Company need not pay for any settlement made without its consentwillful misfeasance, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money negligence or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that seriesbad faith. When the Trustee incurs expenses or renders provides services after an Event the occurrence of Default specified in Section 5.1(5) a default and the commencement of a voluntary or (6) occursinvoluntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses and the compensation fees for the such services are intended to constitute expenses of administration under any Bankruptcy Lawsuch laws. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such reasonable compensation for its services as the Company time, and the Trustee may shall be entitled to, such compensation as the Partnership and the Trustee shall from time to time agree in writing from time to time. The Trustee’s compensation for all services rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation The Partnership also covenants to indemnify and expenses of the Trustee’s agents and counsel. The Company shall indemnify defend the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall Partnership covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include The Partnership also covenants to fully indemnify in Dollars the reasonable compensation Trustee and expenses of the Trustee’s agents and counsel. The Company shall indemnify the any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall covenants and agrees to pay to the Trustee from time to time time, and the Trustee shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may shall agree in writing from time to time. The Trustee’s compensation for all services rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses If any property other than cash shall include the reasonable compensation and expenses at any time be subject to a lien in favor of the Holders, the Trustee’s agents , if and counselto the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company shall also covenants to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify The obligations of the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent under this Section shall not be unreasonably withheldsubordinated to the payment of Senior Indebtedness pursuant to Article Xxxxxxx and shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. This indemnification Such additional indebtedness shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have be secured by a lien prior to that of the Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of and interest (or premium, if any, on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occursinterest, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureif any, on particular Securities.

Compensation and Reimbursement. The Company shall covenants and agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing from time such reasonable compensation for its services as to time between the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation for all services rendered by it hereunder (which shall not be limited by any provisions of law on in regard to the compensation of a trustee of an express trust. The ); (b) except as otherwise expressly provided, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation ; and expenses (c) to indemnify each of the Trustee’s agents Trustee and counsel. The Company shall indemnify the any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by the Company, any Holder or any other Person (Person) of liability in the premises. If any property other than cash shall at any time be subject to a lien in favor of the Company Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of any claim brought by it against the Trustee that establishes a breach competent jurisdiction or by the Trustee in the observance or performance of its duties under this Indenture))supplemental instrument subjecting such property to such lien, incurred by it without negligenceshall be entitled to, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee but shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect no obligation whatsoever to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation make advances for the services are intended to constitute expenses purpose of administration under any Bankruptcy Law. The provisions preserving such property or of this Section 6.7 and any lien arising hereunder shall survive the resignation discharging tax liens or removal of the Trustee other prior liens or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureencumbrances thereon.

Compensation and Reimbursement. The Company shall Partnership and each Guarantor (if any) jointly and severally covenant and agree to pay to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Partnership or any Guarantor will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation The Partnership and expenses of the Trustee’s agents each Guarantor (if any) also jointly and counsel. The Company shall severally covenant to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Partnership and each Guarantor (if any) under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Partnership, each Guarantor (if any) and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have secured by a lien prior to that of the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable As compensation for its services as the Company and hereunder, the Trustee may agree in writing from time shall be entitled to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse receive the Trustee upon request for all reasonable out-of-pocket expensesFee, disbursements any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the extent permitted by Section 7.05(c), and advances incurred by it in connection such other amounts as separately agreed with the performance of its duties under Seller. Except as otherwise provided in this IndentureAgreement, except the Trustee and any such expensedirector, disbursement officer, employee or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses agent of the Trustee’s agents Trustee shall be indemnified by the Trust and counsel. The Company shall indemnify the Trustee for, and hold it held harmless against, against any and all loss, liability, damageor “unanticipated out of pocket” expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, claim or expense (including attorneys’ fees and expensesallocable overhead, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder ) in connection with or any other Person (other than the Company to the extent of claim or legal action or any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates, other than any loss, liability or trusts hereunderexpense incurred by reason of willful misfeasance, including bad faith or negligence in the performance of its duties hereunder or the exercise by reason of its powers reckless disregard of obligations and duties hereunder. With respect to any All such claim other than a claim brought amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the Companyparties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, (i) officer, employee or agent of the Trustee shall notify be indemnified by the Company promptly of Seller and held harmless against any claim for which it may seek indemnityloss, (ii) the Company may at its option defend the claim, in which event liability or reasonable expenses incurred by the Trustee shall cooperate in performing its duties as Tax Matters Person for the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of such counsel and (iii) the Company need not pay for any settlement made without its consentwillful misfeasance, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money negligence or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that seriesbad faith. When the Trustee incurs expenses or renders provides services after an Event the occurrence of Default specified in Section 5.1(5) a default and the commencement of a voluntary or (6) occursinvoluntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses and the compensation fees for the such services are intended to constitute expenses of administration under any Bankruptcy Lawsuch laws. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time to time. The Trustee’s shall be entitled to, such compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as the Company shall and the Trustee may from time to time agree in writing for all services rendered by it in connection with the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its own negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify the Trustee or any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith on the part of the Trustee or any predecessor Trustee arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the performance costs and expenses of its duties or the exercise of its powers hereunder. With respect to defending itself against any such claim other than a claim brought (whether asserted by the Company, (ior any holder of Securities or any other Person) or liability in connection with the Trustee shall notify the Company promptly exercise or performance of any claim for which it may seek indemnity, (ii) the Company may at of its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money powers or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureduties hereunder.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by bad faith on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the costs and expenses of defending itself against any third-party claim of liability in the premises. (whether asserted by any Holder or any other Person (other than b) The obligations of the Company under this Section to the extent of any claim brought by it against compensate and indemnify the Trustee that establishes a breach by and to pay or reimburse the Trustee in the observance or performance of its duties under this Indenture))for expenses, incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers disbursements and advances shall constitute additional indebtedness hereunder. With respect to any such claim other than a claim brought Such additional indebtedness shall be secured by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to that of the Securities of any series on upon all money or property and funds held or collected by the TrusteeTrustee as such, except that funds held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal benefit of the Trustee or the discharge holders of the Company’s obligations under this Indenture and the termination of this Indenture.particular Securities. SECTION 7.07

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as mutually agreed to from time to time in writing by the Company shall and the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad had faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6Section 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. With respect to the Notes only, Section 6.07 of the Base Indenture is amended in part to amend and restate the last two paragraphs therein, with the following paragraphs: The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly after a Responsible Officer of the Trustee becomes aware of such commencement (provided, however, that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the Company shall pay be entitled to participate in, and to the Trustee from time extent it shall wish, to time such reasonable compensation for its services as assume the defense thereof, including the employment of counsel reasonably satisfactory to the Trustee. If the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined are being represented by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate same counsel and the Company has assumed the defense of the claim, the Trustee shall pay not be authorized to settle a claim without the reasonable fees and expenses written consent of such counsel and (iii) the Company need not pay for any settlement made without its consentCompany, which consent shall not be unreasonably withheld. This indemnification If the Trustee is represented by separate counsel due to a conflict of interest or its need for separate representation due to a need to assert defenses, which are different from the Company’s, in the Trustee’s sole discretion, the Trustee shall apply be entitled to officers, directors, employees, shareholders and agents enter into any settlement without the written consent of the Trustee. To secure Company and any and all fees, costs and expenses of such separate legal representation of the Trustee will be paid by the Company’s payment . As security for the performance of the obligations in of the Company under this Section 6.7Section, the Trustee shall have a senior lien prior to which the Subordinated Debt Securities of any series on are hereby made subordinate, upon all money or property and funds held or collected by the TrusteeTrustee as such, except that funds held in trust to pay for the payment of principal of and interest on(or premium, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5if any) or (6) occursinterest, if any, on the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawSubordinated Debt Securities. The provisions of this Section 6.7 and any lien arising hereunder shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee or the discharge and any exercise of the Company’s obligations under this Indenture and U.K. bail-in power by the termination of this Indenturerelevant U.K. resolution authority with respect to the Notes.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable As compensation for its services as the Company and hereunder, the Trustee may agree in writing from time shall be entitled to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse receive the Trustee upon request for all reasonable out-of-pocket expensesFee, disbursements any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the extent permitted by Section 7.05(c), and advances incurred by it in connection such other amounts as separately agreed with the performance of its duties under Seller. Except as otherwise provided in this IndentureAgreement, except the Trustee and any such expensedirector, disbursement officer, employee or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses agent of the Trustee’s agents Trustee shall be indemnified by the Trust and counsel. The Company shall indemnify the Trustee for, and hold it held harmless against, against any and all loss, liability, damageor “unanticipated out of pocket” expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, claim or expense (including attorneys’ fees and expensesallocable overhead, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder ) in connection with or any other Person (other than the Company to the extent of claim or legal action or any pending or threatened claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith legal action arising out of or in connection with its the acceptance or administration of its trusts hereunder or the trust Certificates (including but not limited to the provisions of Section 3.07 hereof), other than any loss, liability or trusts hereunderexpense incurred by reason of willful misfeasance, including bad faith or negligence in the performance of its duties hereunder or the exercise by reason of its powers reckless disregard of obligations and duties hereunder. With respect to any All such claim other than a claim brought amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the Companyparties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Custodial Agreement. The Trustee and any director, (i) officer, employee or agent of the Trustee shall notify be indemnified by the Company promptly of Seller and held harmless against any claim for which it may seek indemnityloss, (ii) the Company may at its option defend the claim, in which event liability or reasonable expenses incurred by the Trustee shall cooperate in performing its duties as Tax Matters Person for the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of such counsel and (iii) the Company need not pay for any settlement made without its consentwillful misfeasance, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money negligence or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that seriesbad faith. When the Trustee incurs expenses or renders provides services after an Event the occurrence of Default specified in Section 5.1(5) a default and the commencement of a voluntary or (6) occursinvoluntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses and the compensation fees for the such services are intended to constitute expenses of administration under any Bankruptcy Lawsuch laws. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing Trustees from time to time. The Trustee’s , and the Trustees shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee Trustees upon its request for all reasonable out-of-pocket costs, charges, expenses, disbursements and advances incurred Incurred or made by it the Trustees in connection accordance with any of the performance provisions of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and with the execution of the Trustee’s agents and counseltrusts hereby created). The Company shall also covenants to indemnify the Trustee Trustees and any predecessor Trustees for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expensesIncurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee)Trustees, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim of liability (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (iany Holder or otherwise) in connection with the Trustee shall notify exercise or performance of any of its powers or duties hereunder. The obligations of the Company promptly of any claim under this Section 7.06 to compensate and indemnify the Trustees and to pay or reimburse the Trustees for which it may seek indemnitycosts, expenses, disbursements and advances (ii) including the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees costs and expenses of such counsel and (iii) enforcing the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This terms of this Indenture including the indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations provided in this Section 6.7, 7.06 and of defending itself against any claims) which shall constitute additional indebtedness hereunder and shall survive the Trustee satisfaction and discharge of this Indenture or the resignation or removal of either Trustee. The Company and the Holders agree that such additional indebtedness shall have be secured by a lien Lien prior to that of the Debt Securities of any series on upon all money or property and funds held or collected by the TrusteeTrustees, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee Trustees incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such reasonable compensation for its services as the Company time, and the Trustee may agree shall be entitled to, compensation for all services rendered by it hereunder as agreed in writing from time to time. The Trustee’s compensation with the Company (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ and court costs) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses as finally adjudicated by a court of the Trustee’s agents and counselcompetent jurisdiction. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, claim, fee, damage, claim cost or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by Incurred without negligence or determined by willful misconduct on the income part of the Trustee)Trustee as finally adjudicated by a court of competent jurisdiction, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its the acceptance or administration of the this trust or trusts hereunder, hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of its duties or the exercise any of its powers hereunder. With respect or duties hereunder including any action, claim or suit brought to enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (including this Section 7.06), or any such claim other than a claim brought of the Trustee’s negligence or willful misconduct (whether asserted by the Company, (i) any Holder, or any other Person). The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Indebtedness hereunder and shall survive the defense satisfaction and the Trustee may have one separate counsel discharge of this Indenture and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents resignation or removal of the Trustee. To secure The Company and the Company’s payment obligations in this Section 6.7, the Trustee Holders agree that such additional Indebtedness shall have be secured by a lien Lien prior to that of the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect toparticular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, particular Securities of that seriesdirectors, employees, agents, attorneys, custodians, successors and assigns. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. The provisions “Trustee” for the purposes of this Section 6.7 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any lien arising Trustee or Agent hereunder shall survive not affect the resignation or removal rights of the any other Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgent hereunder.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred Incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expensesIncurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7Debt Securities and Coupons, the Trustee shall have a lien prior to the Securities of any series on if any, upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Debt Securities of that seriesand Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and including all costs, expenses and losses associated with the performance payment of its duties under this Indentureprincipal of, premium, if any, and interest on any Debt Securities denominated in a Foreign Currency) except any such expense, disbursement or advance advances as may be attributable arise from its negligence or bad faith. The Company also covenants to its indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith. Such expenses shall include faith on the reasonable compensation and expenses part of the Trustee’s agents and counsel. The Company shall indemnify , arising out of or in connection with the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim acceptance or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by administration of this trust or determined by the income of the Trustee)trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Indebtedness hereunder and shall survive the defense satisfaction and the Trustee may have one separate counsel and the Company discharge of this Indenture. Such additional Indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7Debt Securities and Coupons, the Trustee shall have a lien prior to the Securities of any series on if any, upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Debt Securities of that seriesand Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(f) or (6g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall Issuer covenants and agrees to pay in Dollars to the Trustee from time to time such reasonable compensation for its services as the Company Issuer and the Trustee may agree in writing shall from time to time. The Trustee’s time agree in writing, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, gross negligence or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall Issuer also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (expense, including attorneys’ fees and expensesexpenses of counsel, and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), including ) incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder gross negligence or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with its the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of its duties or the exercise any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section. With respect to any such claim other than a claim brought by The Issuer and the Company, (i) Holders agree that as security for the performance of the obligations of the Issuer under this Section the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions obligations of the Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances, and the Lien referred to herein, shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Section 6.7 Indenture, the termination for any reason of this Indenture, and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureTrustee.

Compensation and Reimbursement. (a) The Company shall Partnership covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), as the Partnership and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Partnership will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, bad faith or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall Partnership also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by bad faith or determined by willful misconduct on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted of liability in the premises. Promptly after receipt by any Holder or any other Person (other than the Company to the extent Trustee of notice of any claim brought by or the commencement of any action for which it against may seek indemnity from the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts Partnership hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly Partnership in writing of any such claim for which it may seek indemnity, (ii) or the Company may at its option defend commencement of such action. The Partnership shall have the claim, in which event right to assume the defense thereof and the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenturedefense.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as mutually agreed to from time to time in writing by the Company shall and the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesIncurred without negligence, and including taxes other than taxes based upon, measured by wilful misconduct or determined by bad faith on the income part of the Trustee), its officers, directors, employees and agents, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ ' fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s 's payment obligations in this Section 6.7Section, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s 's obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, bad faith or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expensesexpense, and including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee)) incurred without negligence, bad faith or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted of liability in the premises. Promptly after receipt by any Holder or any other Person (other than the Company to the extent Trustee of notice of any claim brought by or the commencement of any action for which it against may seek indemnity from the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts Company hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the company in writing of such claim or the commencement of such action. The Company promptly of any claim for which it may seek indemnity, (ii) shall have the Company may at its option defend right to assume the claim, in which event defense thereof and the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenturedefense.

Compensation and Reimbursement. The Company Trustee shall pay receive compensation for fees and reimbursement for expenses pursuant to Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(d)(ix), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such reasonable compensation for its services as the Company and any director, officer, employee or agent of the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited indemnified by the Trust and held harmless against any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable loss, liability, or "unanticipated out-of-pocket expensespocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the acceptance or administration of its trusts hereunder or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(b)(i) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(d)(ix) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Tax Matters Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawREMIC created hereunder. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall and the Parent covenant and agree to pay in Dollars to the Trustee from time to time such reasonable time, and the Trustee shall be entitled to, compensation for its all services rendered by it hereunder as agreed in writing with the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation Parent (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and the Company shall and the Parent agree, severally and jointly, to pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket and documented expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ and court costs) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, bad faith or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. Such expenses shall include the reasonable compensation and expenses Each of the Trustee’s agents Company and counsel. The Company shall the Parent also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, claim, fee, damage, claim cost or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it Incurred without negligence, bad faith or willful misconduct or bad faith on the part of the Trustee as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with its the acceptance or administration of the this trust or trusts hereunder, hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of its duties or the exercise any of its powers hereunder. With respect or duties hereunder including any action, claim or suit brought to any such claim other than a claim brought by enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (i) including this Section 7.06), or any claim of the Trustee’s negligence or willful misconduct asserted by any Holder. The obligations of the Company and the Parent under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. The Company, the Parent and the Holders agree that such additional Indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. The Trustee shall notify the Company and the Parent promptly of any claim for which it may seek indemnity, (ii) . Neither the Company may at its option defend nor the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company Parent need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. The provisions “Trustee” for the purposes of this Section 6.7 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any lien arising Trustee or Agent hereunder shall survive not affect the resignation or removal rights of the any other Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgent hereunder.

Compensation and Reimbursement. The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company time, and the Trustee may shall be entitled to, such compensation as the parties shall agree in writing from time to time. The Trustee’s time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) and the Company shall covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it or on behalf of the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, bad faith or willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counselmisconduct. The Company shall also covenants and agrees to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any and all claim, loss, liability, damagetax, claim assessment or expense other governmental charge (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of applicable to the Trustee)'s compensation hereunder) or expense incurred without negligence, bad faith or willful misconduct on its part arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without limitation enforcement of this Section 607 and also including any liability which the Trustee may incur as a result of failure to withhold, pay or report any tax, assessment or other governmental charge, and the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of investigating any claim brought by it against or liability in connection with the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 607 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall cooperate in constitute an additional obligation hereunder and shall survive the defense satisfaction and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions discharge of this Section 6.7 Indenture and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureeach predecessor Trustee.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as the Company shall and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenturecounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its negligence, bad faith or willful misconduct or bad faith. Such expenses shall include and except as the reasonable compensation Company and expenses of the Trustee’s agents and counselTrustee may from time to time agree in writing. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by bad faith or determined by willful misconduct on the income part of the Trustee)Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee liability in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunderpremises. With respect to any such claim other than a claim brought by the Company, (i) the The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity, (ii) ; provided that any failure to so notify the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and will not relieve the Company shall pay of its indemnification obligations hereunder except if the reasonable fees and expenses of indemnifying party is prejudiced by such counsel and (iii) the failure to give notice. The Company need not pay for any settlement made without its prior written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall covenants ------------------------------ and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company time, and the Trustee may agree shall be entitled to, such compensation as shall be agreed upon in writing from time to time. The Trustee’s compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse the Trustee upon its request for all costs and expenses of collection and all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and agents) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include the reasonable compensation and expenses The Company also covenants to indemnify each of the Trustee’s agents Trustee and counsel. The Company shall indemnify the any predecessor Trustee for, and to hold it each of them harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including incurred without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct negligence or bad faith on the part of the Trustee or such predecessor Trustee, as the case may be, arising out of or in connection with its the acceptance or administration of the this trust or trusts and its duties hereunder, including the reasonable cost and expense of defending itself against any claim of liability in connection with the exercise or performance of its powers or duties or the exercise of its powers hereunder. With respect The obligations of the Company under this Section 7.6 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of and any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event predecessor Trustee and to pay or reimburse the Trustee for costs of collection and expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and the Trustee may have one separate counsel and the Company discharge of this Indenture. Such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, be secured by a senior claim to which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on are hereby made subordinate upon all money or property and funds held or collected by the TrusteeTrustee as such, except that funds held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal benefit of the Trustee or the discharge holders of the Company’s obligations under this Indenture and the termination of this Indentureparticular Securities.

Compensation and Reimbursement. The Company shall Issuers covenant and agree to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5Sections 6.01(e) or (66.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company Corporation shall pay to the Trustee from time to time such reasonable compensation for its services hereunder as the Company Corporation and the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Corporation shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, negligence or willful misconduct or bad faithmisconduct. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company Corporation shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)Person), incurred by it without negligence, negligence or willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunderhereunder and including the enforcement of this Agreement (including, without limitation, this Section 6.7). With respect to any such claim other than a claim brought by the CompanyCorporation, (i) the Trustee shall notify the Company Corporation promptly of any claim for which it may seek indemnity, (ii) the Company Corporation may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company Corporation shall pay the reasonable fees and expenses of such counsel and (iii) the Company Corporation need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the CompanyCorporation’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the CompanyCorporation’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company Except as specifically provided herein, no Member nor any affiliate of any Member shall pay have any right to the Trustee from time to time such reasonable compensation for its any services as performed on behalf of the Company except the following: (a) payments of the Company to CTE under the Contract; (b) documented reasonable expenses of officers of CRC and the Trustee its affiliates, which may agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket include travel, meals and lodging expenses, disbursements and advances incurred by it directly in connection with the performance business of the Company, but not wages or compensation; (c) reasonable wages and documented reasonable expenses of non-officer employees of CRC and its affiliates (including employees in the production staff, marketing department, reservations management, giftware purchasing and other operating personnel who will hire and train the staff at the Theater) incurred while such employees are in Pigeon Forge, Tennessee for a purpose directly related to the business of the Company and a proportionate share of reasonable wages and documented reasonable expenses for such persons when attending trade shows or sales meetings that directly benefit the Company. Certain persons may be employees of both the Company or CRCT and CRC or an affiliate of CRC if it is cost efficient to do so and such employees' duties under relate directly to the business of the Company, and in such event such employees' wages shall be allocated proportionately to the Company based upon the percentage of time that such employees' devote to the business of the Company. CRCT shall report to BV in its monthly operating statements the rate, amount and purpose of all wages paid and expenses reimbursed pursuant to this Indenture, except section. Any wages charged to the Company shall be reasonable and at a rate not greater than the rate paid by CRC or its affiliates. CRCT shall cause any such expense, disbursement or advance as may be attributable employees to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation account for all time and expenses of charged to the Trustee’s agents and counsel. The Company shall indemnify the Trustee forCompany, and hold it harmless againstsuch records and receipts shall be provided to BV at its request. All professional entertainment staff, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee as described in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunderContract, including the performance producer, director, performers and choreographers of its duties or CTE's production, shall be the exercise entire financial responsibility of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureCTE.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time to time. The Trustee’s shall receive, such compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company shall pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenturecounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its negligence, negligence or willful misconduct or bad faith. Such expenses shall include (as finally adjudicated by a court of competent jurisdiction) and except as the reasonable compensation Company and expenses of the Trustee’s agents and counselTrustee may from time to time agree in writing. The Company shall also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, cost, damages, liability, damage, claim fees or expense expenses (including reasonable attorneys’ fees and expenses, and including taxes other than taxes based upon, measured ) incurred without negligence or willful misconduct (as finally adjudicated by or determined by a court of competent jurisdiction) on the income part of the Trustee), including without limitation the costs Trustee and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its the acceptance or administration of the trust or trusts hereunderthis trust, including the performance reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of its duties or the exercise of its powers hereunder. With respect to defending itself against any such claim other than a claim brought (whether asserted by the Company, (iany Holder or any other Person) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate liability in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenturepremises.

Compensation and Reimbursement. The Company Trustee shall pay receive compensation for fees and reimbursement for expenses pursuant to Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(b)(iv)(D), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such reasonable compensation for its services as the Company and any director, officer, employee or agent of the Trustee may agree in writing from time to time. The Trustee’s compensation shall not be limited indemnified by the Trust and held harmless against any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable loss, liability, or "unanticipated out-of-pocket expensespocket" expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, disbursements and advances incurred by it or allocable overhead, of the Trustee) in connection with the acceptance or administration of its trusts hereunder or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(b)(i) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(b)(iv)(D) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Tax Matters Person (other than the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawREMIC created hereunder. The provisions of this Section 6.7 and any lien arising hereunder 10.07 shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company shall covenants and agrees to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), and, except as otherwise expressly provided herein, the Company shall will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable arise from its negligence or bad faith. The Company also covenants to its indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense Incurred without negligence, willful misconduct or bad faith. Such expenses shall include faith on the reasonable compensation and expenses part of the Trustee’s agents and counsel. The Company shall indemnify , arising out of or in connection with the Trustee for, and hold it harmless against, any and all loss, liability, damage, claim acceptance or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by administration of this trust or determined by the income of the Trustee)trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Company under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Company and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(g) or (6h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.

Compensation and Reimbursement. The Company shall Issuers covenant and agree to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (including attorneys’ fees and expensesincurred without negligence, and including taxes other than taxes based upon, measured by willful misconduct or determined by bad faith on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the reasonable costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional Debt hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional Debt shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6Section 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company shall covenants and agrees to pay to the Trustee from time to time such reasonable compensation for its services as the Company Trustee, and the Trustee may agree in writing from time to time. The Trustee’s shall be entitled to, such compensation (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ), as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company shall pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indenture, counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include The Company also covenants (i) to indemnify and hold harmless the reasonable compensation Trustee (including in its individual capacity) and expenses its officers, agents, directors and employees (each of the Trustee’s agents foregoing referred to herein as an "Indemnified Person") from and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any and all loss, liability, damageclaim, claim action, suit, cost or expense (arising out of or in connection with the acceptance or administration of this trust,including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and expenses of defending itself against any third-party claim of liability in the premises (whether asserted by collectively, "Expenses"), except that no Indemnified Person shall be entitled to be indemnified pursuant to this Section 9.7(a) for any Holder or any other Person (other than the Company such Expense to the extent of any claim brought incurred by it against the Trustee that establishes a breach such Indemnified Person by the Trustee in the observance or performance reason of its duties under this Indenture)), incurred by it without own negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunderwillful misconduct, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, and (ii) to advance, from time to time, prior to the final disposition of any claim, demand, action, suit or proceeding for which indemnification is authorized pursuant to this Section 9.7(a), any Expenses (including reasonable legal fees and expenses) incurred by an Indemnified Person in defending such claim, demand, action, suit or proceeding upon receipt by the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents an undertaking by or on behalf of the Trustee. To secure Indemnified Person to repay such amount if it shall be determined that the Company’s payment obligations Indemnified Person is not entitled to be indemnified as authorized in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular Securities of that series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law9.7(a). The provisions of this Section 6.7 and any lien arising hereunder 9.7 shall survive the resignation or removal of the Trustee and shall survive the termination or the satisfaction and discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall Issuers agree to pay to the Trustee for its acceptance of this Indenture and services hereunder such compensation as the Issuers and the Trustee shall from time to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to timewriting. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall Issuers also agree to reimburse the Trustee upon request for all reasonable out-of-pocket expensesdisbursements, disbursements advances and advances expenses incurred by it in connection with the performance of its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faithit. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of to the Trustee’s agents and counsel. The Company shall Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim liability or expense (incurred without gross negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including attorneys’ fees the reasonable costs and expenses, expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder and including taxes (other than taxes based upon, measured by or determined by the by, income of the Trustee), including without limitation . The obligations of the costs Issuers under this Section 7.06 to compensate and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company to the extent of any claim brought by it against indemnify the Trustee that establishes a breach by and to pay or reimburse the Trustee in for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the observance or performance satisfaction and discharge of its duties under this Indenture)), incurred . The Issuers and the Holders agree that such additional Debt shall be secured by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration a Lien prior to that of the trust or trusts hereunder, including the performance of its duties or the exercise of its powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee shall cooperate in the defense Debt Securities upon all property and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(e) or (6f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company shall Issuers covenant and agree to pay in Dollars to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its all services as the Company and the Trustee may agree in writing from time to time. The Trustee’s compensation rendered by it hereunder (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it the Trustee in connection accordance with any of the performance provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its duties under this Indentureagents, attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its negligence, willful misconduct negligence or bad faith. Such expenses shall include The Issuers also covenant to fully indemnify in Dollars the reasonable compensation Trustee and expenses of the Trustee’s agents and counsel. The Company shall indemnify the any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damageclaim, claim damage or expense (including attorneys’ fees and expenses, and including taxes other than taxes based upon, measured by incurred without negligence or determined by willful misconduct on the income part of the Trustee), arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including without limitation the costs and expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than of liability in connection with the Company to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance exercise or performance of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise any of its powers or duties hereunder. With respect The obligations of the Issuers under this Section 7.06 to any such claim other than a claim brought by the Company, (i) compensate and indemnify the Trustee shall notify the Company promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event and to pay or reimburse the Trustee for expenses, disbursements and advances shall cooperate in constitute additional indebtedness hereunder and shall survive the defense satisfaction and discharge of this Indenture. The Issuers and the Trustee may have one separate counsel and the Company Holders agree that such additional indebtedness shall pay the reasonable fees and expenses of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply secured by a Lien prior to officers, directors, employees, shareholders and agents that of the Trustee. To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien prior to the Debt Securities of any series on upon all money or property and funds held or collected by the Trustee, as such, except that funds held in trust to pay for the payment of principal of of, and premium, if any, or interest on, or any Additional Amounts with respect to, particular Securities of that seriesDebt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(56.01(f) or (6g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 and any lien arising hereunder shall survive the resignation bankruptcy, insolvency, reorganization or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indentureother similar law.