Common use of Compensation and Indemnification of Trustee Clause in Contracts

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith negligence or willful misconduct. The Issuer also covenants to indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees them harmless against, any and all loss, liability, claim, damage, penaltyclaims, fine liability or expense, including taxes and reasonable out-of-pocket expenses(other than taxes based upon, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith measured by or willful misconduct on determined by the indemnitees’ partincome of the Trustee), arising out of or in connection with the acceptance or administration of this Indenture the trust or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claim, claim (whether asserted by the Issuer Issuer, or any Holder or any other Person, ) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the indemnitees’ duties provisions of this Section, except to the extent that such loss, damage, claim, liability or obligations hereunderexpense is due to its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees Trustee and each predecessor trustee and to pay or reimburse the indemnitees Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer Corporation covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Corporation covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ) and as set out in certain letter agreements made from time to time between the Corporation and Trustee, as the same may be amended from time to time, except any such expense, disbursement or advance as may arise from its negligence, gross negligence or bad faith or willful misconductfaith. The Issuer Corporation also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, gross negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including 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 themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Corporation under this Section 11.7 to compensate and indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawIndenture.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to Commission shall: (i) pay the Trustee reasonable compensation (which, to the Trustee from time to timeextent permitted by applicable law, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to limiting the compensation of a the trustee of an express trust); (ii) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable fees, expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except to the extent that any such expense, disbursement or advance as may arise from is due to its negligence, bad faith own negligence or willful misconduct. The Issuer also covenants ; and (iii) to the extent permitted by applicable law, indemnify the Trustee, each predecessor Trustee and their respective its officers, directors, officers, employees, agents and agents (the “indemnitees”) employees for, and to hold the indemnitees it harmless against, any and all loss, liability, cost, suit, claim, damagejudgment, penalty, fine damage or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, bad faith or willful misconduct on the indemnitees’ partby it, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ performance of its duties hereunder, including legal fees and expenses and the costs and expenses of defending themselves itself against or investigating any claimclaim of liability or expense, whether asserted by except to the Issuer extent that any such liability or any Holder expense was due to its own negligence or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderwillful misconduct. The obligations of the Issuer Commission under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and 8.02 shall survive the satisfaction and discharge of this Indenture and the earlier removal or resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimTrustee. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(e) or (f)Default, the such 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 Federal federal or state bankruptcy, insolvency insolvency, arrangement, moratorium, reorganization or other similar debtor relief law. Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Obligation, upon the Trust Estate for the foregoing fees, charges and expenses incurred by it.

Compensation and Indemnification of Trustee. and Its Prior Claim The Issuer Company covenants and agrees to pay to the Trustee (including in its roles as Paying Agent and Securities Registrar, as applicable) from time to time, and the Trustee shall be entitled to, to such compensation as shall be agreed in writing between the Issuer Company and the Trustee may from time to time agree in writing for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee (and its counsel) and each predecessor Trustee trustee upon its request for all reasonable and properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall be attributable to its negligence, negligence or bad faith or willful misconductfaith. The Issuer Company also covenants to indemnify the TrusteeTrustee (which for purposes of this Section 7.6 shall be deemed to include the Paying Agent and Securities Registrar, each predecessor Trustee and their respective which for purposes of this Section 7.6 shall be deemed to include its directors, officers, employees, employees and agents (the “indemnitees”agents) and each predecessor trustee for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine claims or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses (other than taxes measured by the income of the Trustee or otherwise applicable to the Trustee for operations outside the scope of this Indenture) incurred without negligence, negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.and

Compensation and Indemnification of Trustee. The Issuer Local Agency covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed for all services rendered by it in writing between the Issuer exercise and performance of any of the powers and duties hereunder of the Trustee, and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to Local Agency will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture Trust Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith default or willful misconduct, including the negligence or willful misconduct of any of its officers, directors, agents or employees. The Issuer also covenants Local Agency, to indemnify the Trusteeextent permitted by law, each predecessor shall indemnify, defend and hold harmless the Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, against any and all loss, liabilitydamages, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, willful misconduct or bad faith or willful misconduct on the indemnitees’ part, part of the Trustee, (i) arising out of or in connection with the acceptance or administration of this Indenture the trusts created hereby or the trusts hereunder and the indemnitees’ exercise or performance of any of its powers or duties hereunder, and (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Bonds, including the costs and expenses (including attorneys’ fees) of defending themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, claim or liability in connection with the exercise or performance of the indemnitees’ duties or obligations any of its powers hereunder. The rights of the Trustee and the obligations of the Issuer Local Agency under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of the Bonds and this Indenture Trust Agreement and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawTrustee.

Compensation and Indemnification of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed for all services rendered by it hereunder in writing between the Issuer and the Trustee from time to time any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Issuer Company, and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable properly incurred expenses, disbursements and advances properly incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the properly incurred expenses and disbursements of its agents and counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence, bad faith or willful misconduct, or bad faith. The Issuer Without prejudice to any right of indemnity by law given to trustees, the Company also covenants to indemnify the Trustee, each Trustee and any predecessor Trustee in any capacity under this Indenture and their respective directors, officers, employees, any other document or transaction entered into in connection herewith and its agents (including anyone appointed by it or to whom any of its functions may be delegated by it or to whom any of its functions may be delegated by it in carrying out its functions in the “indemnitees”fulfillment of its obligations under this Indenture) and any authenticating agent for, and to hold the indemnitees them harmless against, any and all loss, liability, damages, claim, damagejudgment, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without gross negligence, willful misconduct or bad faith or willful misconduct on the indemnitees’ partpart of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture trust or the trusts hereunder and the indemnitees’ duties in any other capacity hereunder, including including, without limitation, taxes, duties, levies, other charges, value added tax or similar tax charged or chargeable thereon (excluding any franchise, income or similar taxes) and the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Company under this Section 8.06 to compensate and or indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be secured by a senior claim lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except except, subject to the effect of Section 7.03, funds held in trust herewith for the benefit of the Holders holders of particular Securities Notes prior to the date of the accrual of such unpaid compensation or Coupons, indemnifiable claim. The Trustee's right to receive payment of any amounts due under this Section 8.06 shall not be subordinate to any other liability or indebtedness of the Company (even though the Notes may be so subordinated). The obligation of the Company under this Section 8.06 shall survive the satisfaction and discharge of this Indenture and the Securities earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 8.06 shall extend to the officers, directors, agents and employees of the Trustee. If an Event of Default shall have occurred or if the Trustee is requested by the Company to undertake duties which are hereby subordinated to of an exceptional nature or otherwise outside the scope of the Trustee's normal duties under this Indenture, the Company will pay such senior claimadditional remuneration as they may agree or, failing such agreement, as determined by an independent international merchant or investment bank (acting as an expert) selected by the Trustee and approved by the Company. The expenses involved in such nomination and such merchant or investment bank's fee will be paid by the Company. The determination of such merchant or investment bank will be conclusive and binding on the Company, the Trustee and the Noteholders. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services in connection with after an Event of Default specified in ERROR! REFERENCE SOURCE NOT FOUND. or Section 5.1(e7.01(f) or (f)occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawlaws.

Compensation and Indemnification of Trustee. and Its --------------------------------------------------- Prior Claim. ----------- The Issuer covenants Company and agrees each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee from time to time for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from its negligence, negligence or bad faith or willful misconduct. The Issuer also covenants faith; and (c) to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including the costs and expenses enforcement of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderthis Section 6.07. The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and Indenture. To secure the resignation or removal obligations of the Company and of each Guarantor to the Trustee in accordance with under this Section 6.10 herein. Such additional indebtedness 6.07, the Trustee shall be have a senior claim to that of the Securities prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company or any Guarantor and held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawNotes.

Compensation and Indemnification of Trustee. The Issuer Corporation covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Corporation covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) and as set out in certain letter agreements made from time to time between the Corporation and Trustee, as the same may be amended from time to time, except any such expense, disbursement or advance as may arise from its gross negligence, bad faith or willful wilful misconduct. The Issuer Corporation also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without gross negligence, bad faith or willful wilful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including 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 themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Corporation under this Section 11.7 to compensate and indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawIndenture.

Compensation and Indemnification of Trustee. The Issuer City covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed for all services rendered by it in writing between the Issuer exercise and performance of any of the powers and duties hereunder of the Trustee, and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to City will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture hereof (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence, bad faith default or willful misconduct. The Issuer also covenants City, to indemnify the Trusteeextent permitted by law, each predecessor shall indemnify, defend and hold harmless the Trustee and their respective directorsagainst any loss, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all lossdamages, liability, suit, claim, damagecause of action, penalty, fine judgment or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, bad faith default or willful misconduct on the indemnitees’ part, part of the Trustee arising out of or in connection with (i) the acceptance or administration of this Indenture the trusts created hereby, or the trusts hereunder and the indemnitees’ exercise or performance of any of its powers or duties hereunder, and any other document created in connection herewith or therewith, or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of any of the Bonds, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, claim or liability in connection with the exercise or performance of the indemnitees’ duties any of its powers hereunder and any other document created in connection herewith or obligations hereundertherewith. The rights of the Trustee and the obligations of the Issuer City under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and section shall survive the satisfaction and discharge of the Bonds and this Trust Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimTrustee. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(e) or (f)Default, the such 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 Federal federal or state bankruptcy, insolvency insolvency, arrangement, moratorium, reorganization or other similar debtor relief law. Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it.

Compensation and Indemnification of Trustee. The Issuer Authority covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed for all services rendered by it in writing between the Issuer execution of the trusts hereby created and in the Trustee from time to time (exercise and performance of any of the powers and duties hereunder of the Trustee, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) , and the Issuer covenants and agrees to Authority will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligencegross negligence or bad faith. If any property, bad faith other than cash, shall at any time be held by the Trustee subject to this Indenture, or willful misconductany Supplemental Indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled, but shall have no duty or obligation, to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Authority also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine expense or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses advance incurred or made without negligence, gross negligence or bad faith or willful misconduct on the indemnitees’ partpart of the Trustee, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereundertrust, including the costs and expenses expense of defending themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Authority under this Section to compensate and indemnify the indemnitees Trustee for services and to pay or reimburse the indemnitees Trustee for expenses, disbursements disbursements, liabilities and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and or the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee. Such additional indebtedness shall be a senior claim to that have priority over the Bonds in respect of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the Holders of particular Securities Bonds. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. The Trustee shall not be entitled to any payment of fees, expenses, charges or Couponscompensation from payments under the Credit Enhancement. All costs, expenses, fees and the Securities are hereby subordinated to such senior claim. When other charges of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(eand compensation due to the Trustee not paid when due shall bear interest at the base rate most recently quoted by the Trustee plus two percent (2%) or (f)per annum or, if less, 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 maximum rate allowed by any applicable Federal or state bankruptcy, insolvency or other similar usury law.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such to reasonable compensation as for all services rendered by it in the execution of the Trust created hereunder and in the exercise and performance of any of the powers and duties of the Trustee hereunder. Such compensation shall be agreed in writing between comprised of _______________________________. Such compensation shall be paid 90 days following the Issuer and end of each calendar quarter pursuant to an invoice submitted by the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation Grantor not more than 20 days following the Trustee's receipt of a trustee of an express trust) and report as described in Section 15 hereof for such calendar quarter. The Trustee shall also be entitled to reimbursement from the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request Grantor for all reasonable costs and out-of-pocket expenses incurred by the Trustee. Such costs and expenses shall be billed to the Grantor at the cost of the Trustee. Such expenses shall include all expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with the duties required under any of the provisions of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as and those duties expressly required by law which may arise from its negligence, bad faith or willful misconductnot be transferred to the Grantor. The Issuer also covenants Grantor hereby agrees to promptly indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine expense or expenseadvance incurred or made without gross negligence or bad faith on the part of the Trustee, including taxes and without limitation reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ partattorneys' fees, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunderTrust pursuant hereto, including without limitation, the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance servicing of the indemnitees’ duties or obligations hereunderPortfolio by third-party servicers pursuant to Section 4 above. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and Such indemnification by Grantor shall survive the satisfaction and discharge termination of this Indenture and Agreement and/or the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness and shall be a senior claim to that of the Securities upon all property and funds held include, without limitation, any loss, liability, expense or collected advance incurred or made by the Trustee as such, except funds held in trust for the benefit a result of the Holders acts or omissions of particular Securities any servicer in the origination or Coupons, and servicing of any of the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawStudent Loans.

Compensation and Indemnification of Trustee. The Issuer Corporation covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Corporation covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) and as set out in certain letter agreements made from time to time between the Corporation and Trustee, as the same may be amended from time to time, except any such expense, disbursement or advance as may arise from its negligence, gross negligence or bad faith or willful misconductfaith. The Issuer Corporation also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, gross negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including 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 themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Corporation under this Section 11.7 to compensate and indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawIndenture.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence, bad faith own negligence or willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith negligence or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e5.1(5) or (fSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such to compensation (payable in accordance with the provisions of Section 3.09) as shall be agreed in writing between upon by the Issuer Majority Certificateholders and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse Trustee shall be reimbursed by the Trustee and each predecessor Trustee upon its request Trust for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance the administration of or in connection with any of the provisions of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from its negligencebad faith, bad faith gross negligence or willful misconduct. . (b) The Issuer also covenants Trustee shall be entitled to indemnify indemnification (payable in accordance with the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”provisions of Section 3.09) for, and to hold the indemnitees shall be held harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or by it in connection with this Agreement, including the acceptance or administration of this Indenture or the trusts hereunder Trust and the indemnitees’ its duties hereunder, including the costs reasonable expenses and expenses attorneys' fees of defending themselves itself against or investigating any claimclaim of liability arising hereunder, whether asserted by the Issuer Trust; provided, however, that the Seller shall provide such indemnification to the Trustee if such loss, liability or expense results from a breach of any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties Seller's representations or warranties set forth herein. The Trustee shall notify the Seller, Servicer and Certificateholders promptly of any claim asserted against the Trustee for which it may seek indemnity to the extent not prohibited by law. However, failure by the Trustee to provide such notice shall not relieve the Trust or the Seller, as applicable, of its obligations hereunder. The obligations Neither the Trust nor the Seller need pay for any settlement made without its written consent which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, neither the Trust nor the Seller need reimburse any expense or indemnify against any loss or liability incurred by the Trustee as a result of the Issuer under Trustee's own bad faith, gross negligence or willful misconduct. In no event shall any officer of the Trustee have any personal liability hereunder. (c) The provisions of this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and 9.06 shall survive the satisfaction and discharge termination of this Indenture and Agreement or the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawTrustee.

Compensation and Indemnification of Trustee. and Its --------------------------------------------------- Prior Claim. ------------- The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, to such compensation as shall be agreed in writing between the Issuer Company and the Trustee may from time to time agree in writing for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall be attributable to its negligence, negligence or bad faith or willful misconductfaith. The Issuer Company also covenants to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) trustee for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine claims or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses (other than taxes measured by the income of the Trustee or otherwise applicable to the Trustee for operations outside the scope of this Indenture) incurred without negligence, negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ performance of its duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of any of its powers or duties hereunder except to the indemnitees’ duties extent that any such loss, liability, damage, claims or obligations hereunderexpense shall be attributable to the Trustee's negligence or bad faith. The obligations of the Issuer Company under this Section to compensate and indemnify the indemnitees Trustee and each predecessor trustee and to pay or reimburse the indemnitees Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee. Such additional indebtedness shall be a senior claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawSecurities.

Compensation and Indemnification of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed for all services rendered by it hereunder in writing between the Issuer and the Trustee from time to time any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Issuer covenants Company, and agrees to the Company will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, bad faith gross negligence or willful misconduct. The Issuer Company also covenants to indemnify the Trustee, each predecessor Trustee and their respective its officers, directors, officers, agents and employees, in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents (the “indemnitees”) and any authenticating agent for, and to hold the indemnitees them harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense incurred without negligence, bad faith gross negligence or willful misconduct on the indemnitees’ partpart of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties in any other capacity hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer Company under this Section 7.06 to compensate and or indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, disbursements and advances shall constitute additional be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness hereunder and of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee in accordance with Section 6.10 hereinTrustee. Such additional indebtedness shall be a senior claim Without prejudice to that of the Securities upon all property and funds held or collected by any other rights available to the Trustee as suchunder applicable law, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. When when the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services in connection with after an Event of Default specified in Section 5.1(e6.01(i) or (f)Section 6.01(j) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawlaws.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. The obligations of the Issuer under this Section shall not be subordinated to the payment of the Senior Indebtedness pursuant to Article 13. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.