Common use of Compensation of Trustee Clause in Contracts

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor 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 indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled compensated for his actions as Trustee according to receive from the Depositor as Schedule of Compensation set forth in Schedule "D" attached hereto and made a part hereof. The Trustee shall be promptly reimbursed by the Beneficiaries for expenses incurred by the Trustee in the administration of the Trust. The Trustee shall have a lien on the Trust Property for any unpaid compensation or un-reimbursed expenses. The Trustee shall not be obligated to advance any money on account of this Trust. The Trustee shall not be obligated to commence any legal action or to defend against any legal action unless the Trustee, in his sole discretion, is satisfied with the security provided by the Beneficiaries for the payment of the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements costs and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration litigation. If the Trustee shall pay or incur any liability to pay any money on account of this trust Trust, or incur any liability to pay any money on account of being made a party to any litigation as a result of holding title to the Trust Property or otherwise in connection with this Trust, without regard to the cause of action asserted or complaint filed, the Beneficiaries, jointly and severally, agree that on demand they will pay to the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of all such payments or liabilities, his expenses incurred in connection therewith, including reasonable attorneys' fees, and any claim for which it may seek indemnity. Failure other sums advanced by the Trustee on behalf of the Trust for any reason whatsoever. These amounts, if not immediately paid to so notify the Depositor Trustee, shall not relieve bear interest at the Depositor rate of its obligations hereunderten (10%) percent per annum until paid in full. The Depositor need not reimburse These amounts and any expense compensation due to the Trustee, until paid in full to the Trustee, shall constitute a lien on the Trust Property. Further, as long as these amounts or indemnify against any loss, liability or expense incurred by compensation due to the Trustee through the Trustee's own willful misconductremain unpaid, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee have any obligation to take any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required action with regard to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect theretoProperty.

Compensation of Trustee. (i) The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall be entitled from time to receive from the Depositor as compensation for the time agree in writing. The Trustee's services hereunder, trustee's fees pursuant to compensation shall not be limited by any law on compensation of a separate agreement between trustee of an express trust. The Company shall reimburse the Trustee and the Depositor, and shall be reimbursed upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances incurred or made by of the Trustee's agents and counsel. The Company shall indemnify the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's reasonable attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunderhereunder. The Trustee shall notify the Depositor Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor Company shall not relieve the Depositor Company of its obligations hereunder. The Depositor Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. 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 indemnities contained . (ii) To secure the Company's payment obligations in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to paySection, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against a lien prior to the Trust New Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular New Notes. (iii) When the Trustee incurs expenses after the occurrence of a Default specified in Section 11(g) or (h) with respect theretoto the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor Trustor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate agreement between the Trustee and the DepositorTrustor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor Trustor shall indemnify and hold harmless the Trustee Trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor Trustor promptly of any claim for which it they may seek indemnity. Failure by the Trustee to so notify the Depositor Trustor shall not relieve the Depositor Trustor of its obligations hereunder. The Depositor Trustor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor Trustor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto. The Trustee hereby agrees that it shall not receive any additional compensation for the performance of its duties, as warrant agent under the Warrant Agent Agreement.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor or an affiliate of the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor 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 indemnities contained in this Section 13 14 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor 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 indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. Except as otherwise expressly provided herein, all Trustee Fees shall be paid by the Authority as provided herein, but shall be payable from the Trust Estate solely as expressly provided herein. Subject to Section 9.14 hereof, the compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. The Trustee Fees shall be entitled applicable so long as the Notes are Outstanding. In the event a successor Trustee is appointed hereunder, Trustee Fees shall be agreed upon prior to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, ’s succession and shall be reimbursed for all reasonable expensesapplicable so long as the Notes are Outstanding; provided, disbursements and advances incurred or made however, the successor Trustee may not materially increase the Trustee Fees upon its appointment without a Authority Order evidencing satisfaction of the Rating Agency Condition. If not paid by the Authority, the Trustee shall have a lien against all money held pursuant to this Indenture (including other than the Department SAP Rebate Fund), subject only to the prior lien of the Notes for the payment of the principal thereof and interest thereon, for the Trustee Fees and such other reasonable compensationfees, disbursements costs and expenses incurred in and about the execution of its counsel the trusts hereby created and other persons not regularly in its employ). The Depositor shall indemnify the exercise and hold harmless performance of the powers and duties of the Trustee hereunder and its successorsthe fees, assigns, agents costs and servants expenses incurred in defending against any and all loss, other liability or reasonable expense payable from Trust Estate (including attorney's feesother than pursuant to this Indenture) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure character whatsoever (unless such liability is adjudicated by a court of competent jurisdiction to have resulted from the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconductbad faith, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination willful misconduct of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify any other Trustee Indemnified Person) and any other amounts due and owing the Trustee shall not entitle the or any other Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform Indemnified Person under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect theretoSection 7.05 hereof.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor Trustor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the DepositorTrustor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor Trustor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor Trustor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor Trustor shall not relieve the Depositor Trustor of its obligations hereunder. The Depositor Trustor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor Trustor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto. The Trustee hereby agrees that it shall not receive any additional compensation for the performance of its duties, as warrant agent under the Warrant Agent Agreement.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's Trustee’s fees pursuant to a separate fee agreement between the Trustee and the Depositor, Depositor (which shall not be limited by any provision of law in regard to compensation or payment of a trustee of an express trust) and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's ’s fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this AgreementSeries Supplement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series SupplementSupplement subject to Section 8.7 and Article IX of the Base Trust Agreement. Any such unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 14 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor or an Affiliate of the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee (including in its individual capacity) and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor 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 indemnities contained in this Section 13 15 shall survive the resignation or termination of the Trustee or the termination of this Agreementthe Agreement or the Series Supplement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under the Agreement and this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto; PROVIDED, however, nothing herein shall waive or impair any rights the Trustee may have against the Depositor.

Compensation of Trustee. (a) The Trustee shall be entitled to receive from the Depositor or an Affiliate of the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants and any Administrator (each an "Indemnified Person") against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties thereunderthereunder including any Administration Agreement. The Trustee An Indemnified Person shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee an Indemnified Person to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not nor reimburse any expense or indemnify any Indemnified Person against any loss, liability or expense incurred by the Trustee through the Trusteesuch Indemnified Person's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 8.5 shall survive the resignation or termination of the Trustee Trustee, any Administrator or the termination of this Agreement. the Agreement or the Series Supplement. (b) Failure by the Depositor to pay, reimburse or indemnify the Trustee any Indemnified Person (as defined in paragraph (a) above) shall not entitle the Trustee such Indemnified Person to any payment, reimbursement or indemnification from the Trusttrust, nor shall such failure release the Trustee such Indemnified Person from the duties it is required to perform under the Agreement and this Series SupplementSupplement (or as applicable, its Administration Agreement). Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee no Indemnified Person shall have no any recourse against the Trust with respect thereto. (c) All parties to this Agreement agree, and each Holder of any Certificate by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Agreement, or in any Proceeding against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 8.5(c) shall not apply to: (i) any Proceeding instituted by the Trustee; (ii) any Proceeding instituted by any Holder, or group of Holders, in each case holding in the aggregate Outstanding Certificates representing more than 10% of the Voting Rights; or (iii) any Proceeding instituted by any Holder for the enforcement of the payment of principal or interest on or after the respective due dates expressed in such Certificate and in this Agreement (or, in the case of redemption, on or after the redemption date).

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor as compensation for the Trustee's ’s services hereunder, trustee's ’s fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor Trustor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate fee agreement between the Trustee and the DepositorTrustor to the extent not paid by this Agreement, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor Trustor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's ’s fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The immediately preceding indemnity from the Trustor in favor of the Trustee is in addition to the Trustee’s right to recover an Allowable Expense Amount pursuant to Section 10 of this Series Supplement. In addition, it is expressly understood by the parties that the Trustor shall reimburse and pay to the Trustee all Extraordinary Trust Expenses, including, but not limited to, all Extraordinary Trust Expenses forming part of an Allowable Expense Amount only to the extent such expenses are not paid in full to the Trustee pursuant to Section 10 of this Series Supplement. The Trustee shall notify the Depositor Trustor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor Trustor shall not relieve the Depositor Trustor of its obligations hereunder. The Depositor Trustor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor Trustor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series SupplementSupplement subject to Section 8.7 and Article IX of the Base Trust Agreement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable _ expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto. The Trustee hereby agrees that it shall not receive any additional compensation for the performance of its duties, as warrant agent under the Warrant Agent Agreement.

Compensation of Trustee. The Trustee shall be entitled to ---------- ------------------------- receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor 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 indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the “co-trustee”), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's ’s or the co-trustee’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled compensated for his actions as Trustee according to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to Schedule of Compensation set forth in Schedule “D” attached hereto and made a separate agreement between the part hereof. The Trustee and the Depositor, and shall be promptly reimbursed by the Beneficiaries for all reasonable expenses, disbursements and advances expenses incurred or made by the Trustee (including in the reasonable compensationadministration of the Trust. The Trustee shall have a lien on the Trust Property for any unpaid compensation or un-reimbursed expenses. The Trustee shall not be obligated to advance any money on account of this Trust. The Trustee shall not be obligated to commence any legal action or to defend against any legal action unless the Trustee, disbursements in his sole discretion, is satisfied with the security provided by the Beneficiaries for the payment of the Trustee’s costs and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration litigation. If the Trustee shall pay or incur any liability to pay any money on account of this trust Trust, or incur any liability to pay any money on account of being made a party to any litigation as a result of holding title to the Trust Property or otherwise in connection with this Trust, without regard to the cause of action asserted or complaint filed, the Beneficiaries, jointly and severally, agree that on demand they will pay to the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of all such payments or liabilities, his expenses incurred in connection therewith, including reasonable attorneys’ fees, and any claim for which it may seek indemnity. Failure other sums advanced by the Trustee on behalf of the Trust for any reason whatsoever. These amounts, if not immediately paid to so notify the Depositor Trustee, shall not relieve bear interest at the Depositor rate of its obligations hereunderten (10%) percent per annum until paid in full. The Depositor need not reimburse These amounts and any expense compensation due to the Trustee, until paid in full to the Trustee, shall constitute a lien on the Trust Property. Further, as long as these amounts or indemnify against any loss, liability or expense incurred by compensation due to the Trustee through the Trustee's own willful misconductremain unpaid, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee have any obligation to take any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required action with regard to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect theretoProperty.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor Trustor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate fee agreement between the Trustee and the DepositorTrustor to the extent not paid by this Agreement, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor Trustor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The immediately preceding indemnity from the Trustor in favor of the Trustee is in addition to the Trustee's right to recover an Allowable Expense Amount pursuant to Section 10 of this Series Supplement. In addition, it is expressly understood by the parties that the Trustor shall reimburse and pay to the Trustee all Extraordinary Trust Expenses, including, but not limited to, all Extraordinary Trust Expenses forming part of an Allowable Expense Amount only to the extent such expenses are not paid in full to the Trustee pursuant to Section 10 of this Series Supplement. The Trustee shall notify the Depositor Trustor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor Trustor shall not relieve the Depositor Trustor of its obligations hereunder. The Depositor Trustor 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 indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor Trustor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series SupplementSupplement subject to Section 8.7 and Article IX of the Base Trust Agreement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled compensated for hisactions as Trustee according to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to Schedule of Compensation set forth in Schedule D attached hereto and made a separate agreement between the part hereof. The Trustee and the Depositor, and shall be promptly reimbursed by the Beneficiaries for all reasonable expenses, disbursements and advances expenses incurred or made by the Trustee (including in the reasonable compensationadministration of the Trust. The Trustee shall have a lien on the Trust Property for any unpaid compensation or un-reimbursed expenses.The Trustee shall not be obligated to advance any money on account of this Trust. The Trustee shall not be obligated to commence any legal action or to defend against any legal action unless the Trustee, disbursements in his sole discretion, is satisfied with the security provided by the Beneficiaries for the payment of the Trustees costs and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration litigation.If the Trustee shall pay or incur any liability to pay any money on account of this trust Trust, or incur any liability to pay any money on account of being made a party to any litigation as a result of holding title to the Trust Property or otherwise in connection with this Trust, without regard to the cause of action asserted or complaint filed, the Beneficiaries, jointly and severally, agree that on demand they will pay to the performance of its duties thereunder. The Trustee shall notify the Depositor promptly of all such payments or liabilities, his expenses incurred in connection therewith, including reasonable attorneys fees, and any claim for which it may seek indemnity. Failure other sums advanced by the Trustee on behalf of the Trust for any reason whatsoever. These amounts, if not immediately paid to so notify the Depositor Trustee, shall not relieve bear interest at the Depositor rate of its obligations hereunderten (10%) percent per annum until paid in full. The Depositor need not reimburse These amounts and any expense compensation due to the Trustee, until paid in full to the Trustee, shall constitute a lien on the Trust Property. Further, as long as these amounts or indemnify against any loss, liability or expense incurred by compensation due to the Trustee through the Trustee's own willful misconductremain unpaid, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee have any obligation to take any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required action with regard to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect theretoProperty.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee") shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee and the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or co-trustee's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee or the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto. The Trustee hereby agrees that it shall not receive any additional compensation for the performance of its duties, as warrant agent under the Warrant Agreement.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee"), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or the co-trustee's own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 12 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplementthe Base Trust Agreement or the Swap. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the "co-trustee") shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee and the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's or co-trustee's own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee or the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Each of the Trustee and U.S. Bank National Association, as co-trustee (the “co-trustee”), shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate agreement between among the Trustee Trustee, the co-trustee, and the Depositor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless each of the Trustee and the co-trustee, and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee and the co-trustee shall notify the Depositor promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the co-trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the co-trustee through the Trustee's ’s or the co-trustee’s own willful misconduct, gross negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the co-trustee, or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee or the co-trustee shall not entitle the Trustee or the co-trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release either the Trustee or the co-trustee from the duties it is required to perform under this Series Supplement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by each of the Trustee and the co-trustee in its individual capacity, and the Trustee and the co-trustee shall have no recourse against the Trust with respect thereto. The Trustee hereby agrees that it shall not receive any additional compensation for the performance of it duties, as warrant agent under the Warrant Agreement.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate fee agreement between the Trustee and the DepositorDepositor to the extent not paid by this Agreement, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's ’s fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The immediately preceding indemnity from the Depositor in favor of the Trustee is in addition to the Trustee’s right to recover an Allowable Expense Amount pursuant to Section 10 of this Series Supplement. In addition, it is expressly understood by the parties that the Depositor shall reimburse and pay to the Trustee all Extraordinary Trust Expenses, including, but not limited to, all Extraordinary Trust Expenses forming part of an Allowable Expense Amount only to the extent such expenses are not paid in full to the Trustee pursuant to Section 10 of this Series Supplement. The Trustee shall notify the Depositor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor shall not relieve the Depositor of its obligations hereunder. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series SupplementSupplement subject to Section 8.7 and Article IX of the Base Trust Agreement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.

Compensation of Trustee. The Trustee shall be entitled to receive from the Depositor Trustor as compensation for the Trustee's its services hereunder, trustee's ’s fees pursuant to a separate agreement between the Trustee and the DepositorTrustor, and shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee it (including the reasonable compensation, disbursements and expenses of its counsel and other persons not regularly in its employ). The Depositor Trustor shall indemnify and hold harmless the Trustee and its successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's ’s fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The immediately preceding indemnity from the Trustor in favor of the Trustee is in addition to the Trustee’s right to recover an Allowable Expense Amount pursuant to Section 10 of this Series Supplement. In addition, it is expressly understood by the parties that the Trustor shall reimburse and pay to the Trustee all Extraordinary Trust Expenses, including, but not limited to, all Extraordinary Trust Expenses forming part of an Allowable Expense Amount only to the extent such expenses are not paid in full to the Trustee pursuant to Section 10 of this Series Supplement. The Trustee shall notify the Depositor Trustor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Depositor Trustor shall not relieve the Depositor Trustor of its obligations hereunder. The Depositor Trustor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's ’s own willful misconduct, negligence or bad faith. The indemnities contained in this Section 13 shall survive the resignation or termination of the Trustee or the termination of this Agreement. Failure by the Depositor Trustor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required to perform under this Series SupplementSupplement subject to Section 8.7 and Article IX of the Base Trust Agreement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity, and the Trustee shall have no recourse against the Trust with respect thereto.