Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation 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)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (i) to pay in Dollars to the Trustee from time to time, and the Trustee time such reasonable compensation as shall be entitled to, reasonable compensation agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligenceown negligence or willful misconduct, willful misconduct or bad faith. The Issuers also covenant and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (iii) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive indebtedness hereunder. Without limiting any rights available to the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the TrusteeTrustee under applicable law, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(e) or (f) occursSection 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation 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), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (including, without limitation, fees for extraordinary services rendered), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and the reimbursement of all extraordinary expenses incurred) except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct gross negligence or bad faith. The Issuers fees, charges and expenses specified herein are for the typical and customary services as trustee. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during default or additional government reporting requirements will be charged at the then current rates for such services. The Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts and the performance of its duties and the taking of any enforcement actions hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities Bonds upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, the holders of particular Bonds. The obligations of the Company under this Section 7.07 shall survive the satisfaction and premium, if any, discharge of this Indenture or interest on, particular Debt Securities. When the Trustee incurs expenses earlier resignation or renders services after an Event removal of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawTrustee.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company and agree each Subsidiary Guarantor jointly and severally agree: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (2) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity under this Section 607. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. As security for the performance of the obligations of the Issuers Company and Subsidiary Guarantors under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, in the event the Trustee incurs expenses or renders services after in any proceedings which result from an Event of Default specified in under Section 6.01(e501(5) or (f) occurs6), or from any default which, with the passage of time, would become such Event of Default, the expenses so incurred and the compensation for the services so rendered are intended to constitute expenses of administration under any the United States Bankruptcy LawCode or equivalent law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Each of the Company and agree the Parent Guarantor agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligencewillful misconduct, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustee, its officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon as to all property and funds held or collected by the Trustee, as suchit hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(e501(5) or (f) occurs6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and shall apply with equal force and effect to any agent under this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (a) to pay in Dollars to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (b) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant faith or willful default by the Trustee under the Indenture; and (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 6.07 and of defending itself against any claim of (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitiesany termination under any bankruptcy law. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(d) or (f) occurse), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law of the United Kingdom or the United States. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), ) as mutually agreed to from time to time in writing by the Company and the Trustee and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee’s failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a Lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them 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, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to the U.S. Trustee’s gross negligence or bad faith. The Issuers also covenant faith or the Canadian Trustee’s gross negligence or willful misconduct, respectively; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the U.S. Trustee, or gross negligence or willful misconduct on the part of the Canadian Trustee, respectively, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e6.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Each Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation 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)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section 7.06. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them 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, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state, provincial or territorial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Bank agrees: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Bank and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The ; (4) when the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section 501(3), such expenses and the compensation for such services are intended to constitute expenses of administration under the Winding-Up and Restructuring Act of Canada or any similar Canadian or United States federal or state law for the relief of debtors; and (5) the obligations of the Issuers Bank under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such removal and resignation of the Trustee. Such additional Debt indebtedness shall be secured by a Lien prior senior claim and lien to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal ofthe Holders of particular Securities, and premium, if any, or interest on, particular Debt Securitiesthe Securities are hereby subordinated to such senior claim. When In no event shall the Trustee incurs expenses or renders services after an Event lien granted hereunder attach to any assets of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawBank.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation 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), andas the Company and the Trustee may from time to time agree in writing, except as otherwise expressly provided herein, for all services rendered by it in the Issuers execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith or as otherwise expressly provided herein. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the TrusteeTrustee (and its officers, agents, directors and employees) and arising out of or in connection with the acceptance or administration of this trust or the trusts hereunderhereby created, including the reasonable costs and expenses of defending itself against any claim of liability in the premises or in connection with the exercise its successful defense, in whole or performance in part, of any claim of negligence, willful misconduct or bad faith on its powers or duties hereunder. part. (b) The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. The provisions of this Section 7.6 shall survive the resignation or removal of the Trustee and the termination of this Indenture. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(a)(4) or and Section 6.1(a)(5) occurs and is continuing, such expenses (fincluding the charges and expenses of its counsel) occurs, the expenses and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor"), whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy LawCode.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation 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), andas the Company and the Trustee may from time to time agree in writing, except as otherwise expressly provided herein, for all services rendered by it in the Issuers execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee. The Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faithfaith or as otherwise expressly provided herein. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the TrusteeTrustee (and its officers, agents, directors and employees) and arising out of or in connection with the acceptance or administration of this trust or the trusts hereunderhereby created, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. The provisions of this Section 7.6 shall survive the resignation or removal of the Trustee and the termination of this Indenture. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(a)(5) or and (f6) occursoccurs and is continuing, such expenses (including the charges and expenses of its counsel) and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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)) as mutually agreed to from time to time in writing by the Company and the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad had faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (fSection 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to: (i) pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and(ii) pay the Custodian monthly its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee and (iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each case in accordance with the priorities set forth in Section 13.03; (b) except as otherwise expressly provided hereinherein and solely from amounts distributed pursuant to Section 13.03, to reimburse the Trustee, the Issuers will pay Custodian or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Trustee, the Custodian or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or the Servicing Agreement or any other Transaction Document relating thereto (including the reasonable compensation and the expenses and disbursements of its agentsthe Trustee’s, attorneys the Custodian’s and counsel Back-up Servicer’s agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trustee forTrustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respective officers, directors, employees, representatives and agents from and against, and to hold it harmless againstreimburse for, any loss, liability claim, obligation, action, suit liability, expense, penalty, stamp or expense incurred without negligenceother similar tax, willful misconduct reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) damage or bad faith on injury (to person, property or natural resources) of any kind and nature sustained or suffered by the part Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer by reason of any acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer under the Transaction Documents or arising directly or indirectly out of the activities of the Issuer or any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the acceptance defense of any actual or administration of this trust threatened action, proceeding or trusts hereunderclaim; provided that, including the reasonable costs and expenses of defending itself against any claim of liability Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to the Trustee’s, the Custodian’s, the Securities Intermediary’s or the Back-up Servicer’s negligence or willful misconduct, willful misfeasance or bad faith in connection with the exercise or performance of any duties; provided, further, that all amounts payable in respect of its powers such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or duties hereunder. The obligations of released from the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge Lien of this Indenture. The Issuers provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and the Holders agree that such additional Debt provisions of this Section 7.07 shall be secured by a Lien prior to that survive the termination of this Indenture or the Debt Securities upon all property and funds held earlier resignation or collected by removal of the Trustee, as suchthe Custodian, except funds held the Securities Intermediary or the Back-up Servicer. (d) The Trustee hereby acknowledges and agrees that if the Servicer and/or the Issuer fails to pay the amounts set forth in trust for the payment of principal ofthis Section 7.07, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event will continue to perform its obligations under this Indenture, regardless of Default specified the Servicer and/or the Issuer’s failure to pay such amounts, until the appointment of a successor Trustee in accordance with Section 6.01(e) or (f) occurs7.09 of this Indenture; provided, however, that in such event, the expenses and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any Bankruptcy Lawbe entitled to be paid all accrued amounts due it pursuant to this Section 7.07 from amounts payable pursuant to Section 13.03.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them 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, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to it corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiesany coupons. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(7) or (f) occurs8), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, reasonable such compensation 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)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented fees and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, negligence or willful misconduct or bad faithmisconduct. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss, liability or expense expense, including reasonable and documented attorneys’ fees, incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section 7.06. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(a)(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant Each Issuer, jointly and agree severally, agrees: (a) to pay in Dollars to the Trustee from time to time, time such compensation as the Issuers and the Trustee shall be entitled to, reasonable compensation from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (b) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether asserted by either Issuer, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Issuers' payment obligations of the Issuers under pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 7.08 shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(e6.01(7) or (f) occurs6.01(8), the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.08, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall have been caused by its negligence, negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations Trustee shall notify the Company promptly of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee any claim for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitieswhich it may seek indemnity. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state or Bermuda bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 607 shall survive the termination of this Indenture, the payment in full of the Securities and the resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of -49- its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence or bad faith. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.. 62 54 The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities. SECTION 608. Disqualification;

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation 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)) as the Company and the Trustee may from time to time agree in writing, andfor all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, except as otherwise expressly provided herein, and the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. hereunder or in connection with enforcing the provisions of this Section. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indentureindebtedness hereunder. The Issuers and the Holders agree that such Such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e6.01(4) or (f) occurs5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law. The provisions of this Section 7.06 shall survive the termination of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder, provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Issuers Company and the Parent covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder as agreed in writing with the Company and the Parent (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), andand the Company and the Parent agree, except as otherwise expressly provided hereinseverally and jointly, the Issuers will to pay or reimburse in Dollars the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and court costs) except any such expense, disbursement or advances as may arise from its negligence, bad faith or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. The Issuers Each of the Company and the Parent also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, claim, fee, damage, cost or expense incurred Incurred without negligence, bad faith or willful misconduct or bad faith on the part of the TrusteeTrustee as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, hereunder (including the reasonable costs compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder including any action, claim or suit brought to enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (including this Section 7.06), or any claim of the Trustee’s negligence or willful misconduct asserted by any Holder. The obligations of the Issuers Company and the Parent under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt Indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers Company, the Parent and the Holders agree that such additional Debt Indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. The Trustee shall notify the Company and the Parent promptly of any claim for which it may seek indemnity. Neither the Company nor the Parent need pay for any settlement made without its consent. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee or Agent hereunder shall not affect the rights of any other Trustee or Agent hereunder.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Trustee shall receive compensation for fees and agree reimbursement for expenses pursuant to pay Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(b)(iv)(D), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in Dollars to this Agreement, the Trustee from time to timeand any director, and officer, employee or agent of the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made indemnified by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation Trust and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it held harmless against, against any loss, liability liability, or "unanticipated out-of-pocket" expense incurred without negligenceor paid to third parties (which expenses shall not include salaries paid to employees, willful misconduct or bad faith on the part allocable overhead, of the Trustee, arising out of or ) in connection with the acceptance or administration of this trust its trusts hereunder or trusts hereunderthe Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(b)(i) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(b)(iv)(D) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The obligations Trustee and any director, officer, employee or agent of the Issuers Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties as Tax Matters Person for the REMIC created hereunder. The provisions of this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 10.07 shall survive the satisfaction and discharge termination of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawAgreement.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawLaw or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including, without limitation, all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred Incurred without negligence, willful wilful misconduct or bad faith on the part of the Trustee, its officers, directors, employees and agents, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section Sections 6.01(e) or (f6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all reasonable costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor"), whether or not such Creditor has -------- received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy LawCode.

Compensation and Reimbursement. The Issuers covenant Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Issuer also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Issuer and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section Sections 6.01(e) or (f6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (2) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive indebtedness hereunder. Without limiting any rights available to the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the TrusteeTrustee under applicable law, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(4) or (f) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities. Section 608.Disqualification; Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Compensation and Reimbursement. The Issuers covenant Trustee shall receive compensation for fees and agree reimbursement for expenses pursuant to pay Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(b)(iv)(F), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in Dollars to this Agreement, the Trustee from time to timeand any director, and officer, employee or agent of the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made indemnified by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation Trust and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it held harmless against, against any loss, liability liability, or "unanticipated out-of-pocket" expense incurred without negligenceor paid to third parties (which expenses shall not include salaries paid to employees, willful misconduct or bad faith on the part allocable overhead, of the Trustee, arising out of or ) in connection with the acceptance or administration of this trust its trusts hereunder or trusts hereunderthe Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(b)(i) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(b)(iv)(F) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The obligations Trustee and any director, officer, employee or agent of the Issuers Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of its duties as Tax Matters Person for the REMIC created hereunder. The provisions of this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 10.07 shall survive the satisfaction and discharge termination of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawAgreement.

Compensation and Reimbursement. The Issuers covenant Company and agree the Subsidiary Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee (and any Agent) from time to time, time such compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct or bad faith. The Issuers also covenant as adjudicated by a court of competent jurisdiction; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, claims, damages or expense incurred without negligencereasonable out-of-pocket expenses, willful misconduct or bad faith including taxes (other than the taxes based on the part income of the Trustee), incurred without negligence or willful misconduct on its part as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including expenses and costs (including reasonable attorneys’ fees and expenses and court costs) incurred in connection with any action, claim or suit brought to enforce the reasonable Trustee’s right to indemnification and including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Company, a Subsidiary Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for reasonable out-of-pocket expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Company, the Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars pay, or cause to be paid, to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder under this Agreement as the Company and the Trustee may agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ; and, (2) except as otherwise expressly provided hereinherein or in any Trust Supplement, the Issuers will pay to reimburse, or reimburse in Dollars cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture Basic Agreement, any Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which the Trustee may be a party (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant be attributable to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without Trustee’s negligence, willful misconduct or bad faith on or as may be incurred due to the part Trustee’s breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee with respect to the Certificates of any series, pursuant to the particular sections of the TrusteeNote Purchase Agreement specified in the related Trust Supplement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundersuch Trust (other than any tax attributable to the Trustee’s compensation for serving as such), including the any reasonable costs and expenses incurred in contesting the imposition of defending itself against any such tax. The Trustee shall notify the Company of any claim of liability in connection with the exercise or performance of for any of its powers or duties hereundertax for which it may seek reimbursement. The obligations of the Issuers under this Section 7.06 to compensate and indemnify If the Trustee and to pay or reimburse reimburses itself from the Trustee Trust Property of such Trust for expensesany such tax, disbursements and advances shall constitute additional Debt hereunder and shall survive it will mail a brief report within 30 days setting forth the satisfaction and discharge amount of this Indenture. The Issuers such tax and the Holders agree that circumstances thereof to all Certificateholders of such additional Debt shall be secured by a Lien prior to that of series as their names and addresses appear in the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawRegister.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars pay, or cause to be paid, to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder under this Agreement as the Company and the Trustee may agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), ; and, (2) except as otherwise expressly provided hereinherein or in any Trust Supplement, the Issuers will pay to reimburse, or reimburse in Dollars cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture Basic Agreement, any Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which the Trustee may be a party (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant be attributable to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without Trustee's negligence, willful misconduct or bad faith on or as may be incurred due to the part Trustee's breach of its representations and warranties set forth in Section 7.15; and (3) to indemnify, or cause to be indemnified, the Trustee with respect to the Certificates of any series, pursuant to the particular sections of the TrusteeNote Purchase Agreement specified in the related Trust Supplement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundersuch Trust (other than any tax attributable to the Trustee's compensation for serving as such), including the any reasonable costs and expenses incurred in contesting the imposition of defending itself against any such tax. The Trustee shall notify the Company of any claim of liability in connection with the exercise or performance of for any of its powers or duties hereundertax for which it may seek reimbursement. The obligations of the Issuers under this Section 7.06 to compensate and indemnify If the Trustee and to pay or reimburse reimburses itself from the Trustee Trust Property of such Trust for expensesany such tax, disbursements and advances shall constitute additional Debt hereunder and shall survive it will mail a brief report within 30 days setting forth the satisfaction and discharge amount of this Indenture. The Issuers such tax and the Holders agree that circumstances thereof to all Certificateholders of such additional Debt shall be secured by a Lien prior to that of series as their names and addresses appear in the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawRegister.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (a) to pay in Dollars to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (b) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant faith or willful default by the Trustee under the Indenture; and (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 6.07 and of defending itself against any claim of (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitiesany termination under any bankruptcy law. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(d) or (f) occurse), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law of the United States. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to: (i) pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and(ii) pay the Custodian monthly its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee and (iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each case in accordance with the priorities set forth in Section 13.03; (b) except as otherwise expressly provided hereinherein and solely from amounts distributed pursuant to Section 13.03, to reimburse the Trustee, the Issuers will pay Custodian or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Trustee, the Custodian or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or the Servicing Agreement or any other Transaction Document relating thereto (including the reasonable compensation and the expenses and disbursements of its agentsthe Trustee’s, attorneys the Custodian’s and counsel Back-up Servicer’s agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trustee forTrustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respective officers, directors, employees, representatives and agents from and against, and to hold it harmless againstreimburse for, any loss, liability claim, obligation, action, suit liability, expense, penalty, stamp or expense incurred without negligenceother similar tax, willful misconduct reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) damage or bad faith on injury (to person, property or natural resources) of any kind and nature sustained or suffered by the part Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer by reason of any acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer under the Transaction Documents or arising directly or indirectly out of the activities of the Issuer or any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the acceptance defense of any actual or administration of this trust threatened action, proceeding or trusts hereunderclaim; provided that, including the reasonable costs and expenses of defending itself against any claim of liability Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to the Trustee’s, the Custodian’s, the Securities Intermediary’s or the Back-up Servicer’s negligence or willful misconduct, willful misfeasance or bad faith in connection with the exercise or performance of any duties; provided further that all amounts payable in respect of its powers such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or duties hereunder. The obligations of released from the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge Lien of this Indenture. The Issuers provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and the Holders agree that such additional Debt provisions of this Section 7.07 shall be secured by a Lien prior to that survive the termination of this Indenture or the Debt Securities upon all property and funds held earlier resignation or collected by removal of the Trustee, as suchthe Custodian, except funds held the Securities Intermediary or the Back-up Servicer. (d) The Trustee hereby acknowledges and agrees that if the Servicer or the Issuer fails to pay the amounts set forth in trust for the payment of principal ofthis Section 7.07, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses will continue to perform its obligations under this Indenture, regardless of the Servicer or renders services after an Event the Issuer’s failure to pay such amounts, until the appointment of Default specified a successor Trustee in accordance with Section 6.01(e) or (f) occurs7.09 of this Indenture; provided, however, that in such event, the expenses and the compensation for the services are intended Trustee shall continue to constitute expenses of administration under any Bankruptcy Lawbe entitled to be paid all accrued amounts due it pursuant to this Section 7.07 from amounts payable pursuant to Section 13.03.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree agree (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuers and the Trustee shall be entitled to, reasonable compensation from time to time for all services rendered by it 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, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances out-of-pocket expenses incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any and all damage, claim, loss, liability or expense incurred without negligence, bad faith or willful misconduct or bad faith on the part of the Trustee’s part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of (whether asserted by the Issuers, a Subsidiary Guarantor, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations Issuers need not pay for any settlement made without their consent, which consent will not be unreasonably withheld. The provisions of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 707 shall survive the satisfaction and discharge termination of this Indenture. The Issuers and the Holders agree that such additional Debt Trustee shall be secured by have a Lien lien prior to that of the Debt Securities upon Notes as to all property and funds held by it hereunder for any amount owing it or collected by the Trustee, as suchany predecessor Trustee pursuant to this Section 707, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e601 (viii) or section 601 (f) occursix), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Reimbursement. The Issuers covenant Each Issuer, jointly and agree severally, agrees: (a) to pay in Dollars to the Trustee from time to time, time such compensation as the Issuers and the Trustee shall be entitled to, reasonable compensation from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (b) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses expenses, advances and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether asserted by either Issuer, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Issuers' payment obligations of the Issuers under pursuant to this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 7.08 shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(e6.01(7) or (f) occurs6.01(8), the ---- ---- expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.08, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (fSection 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee's failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a Lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), including, without limitation, paying agent and Registrar, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars and defend the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer, failing which (subject to Article Fourteen) the Guarantor, shall: (1) pay in Dollars to the Senior Trustee for any series of Securities from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as the Issuer, the Guarantor and the Senior Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, reimburse the Issuers will pay or reimburse in Dollars the Senior Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Senior Trustee in accordance with any of the provisions provision of this Senior Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, gross negligence or willful misconduct or bad faith. The Issuers also covenant to (as finally adjudicated in a non-appealable decision by a court of competent jurisdiction); and (3) indemnify in Dollars the such Senior Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence, gross negligence or willful misconduct or bad faith on the its part (as finally adjudicated by a court of the Trusteecompetent jurisdiction), arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether assented to by the Issuer, the Guarantor, any Holder or otherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Issuer and the Guarantor under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Senior Trustee for expenses, disbursements and advances any series of Securities shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, such Senior Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any, on) or interest oninterest, if any on particular Debt Securities. When Without prejudice to any other rights available to the Senior Trustee under applicable law, when the Senior Trustee incurs expenses (including the reasonable fees and expense of its counsel) or renders services after an Event of Default specified in Section 6.01(e5.01(3), (4), (5) or (f6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The rights of the Senior Trustee under this Section 6.07 shall survive the resignation or removal of the Senior Trustee, the payment in full of the Securities for which it is the Senior Trustee, the discharge of this Senior Indenture, and the termination hereof. All indemnifications and releases from liability granted hereunder to the Senior Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, for its acceptance of this Indenture and services hereunder such compensation as the Issuers and the Trustee shall be entitled to, reasonable from time to time agree in writing. The Trustee’s compensation for all services rendered by it hereunder (which shall will not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the . The Issuers will pay or also agree to reimburse in Dollars the Trustee upon its request for all reasonable expensesdisbursements, advances and expenses incurred by it. Such expenses shall include reasonable compensation, disbursements and advances incurred or made by expenses to the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation Trustee’s agents and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faithcounsel. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, gross negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and including taxes (other than taxes based upon, measured by or determined by, income of the Trustee). The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Issuer covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Issuer also covenant covenants to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this the Indenture. The Issuers Issuer and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant Each of the Company and agree the Parent Guarantor agrees: (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable time compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligencewillful misconduct, willful misconduct gross negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustee, its officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon as to all property and funds held or collected by the Trustee, as suchit hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(e501(5) or (f) occurs6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and shall apply with equal force and effect to any agent under this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder as agreed in writing with the Company (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, and the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, employ and court costs) except any such expense, disbursement or advances as may arise from its negligence, negligence or willful misconduct or bad faithas finally adjudicated by a court of competent jurisdiction. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, claim, fee, damage, cost or expense incurred Incurred without negligence, negligence or willful misconduct or bad faith on the part of the TrusteeTrustee as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, hereunder (including the reasonable costs compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ and court costs) of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder including any action, claim or suit brought to enforce this Indenture against the Company, to enforce the Trustee’s right to compensation, reimbursement or indemnification (including this Section 7.06), or any claim of the Trustee’s negligence or willful misconduct (whether asserted by the Company, any Holder, or any other Person). The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt Indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers Company and the Holders agree that such additional Debt Indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law. “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder, each Agent and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee or Agent hereunder shall not affect the rights of any other Trustee or Agent hereunder.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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)) as mutually agreed to from time to time in writing by the Company and the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (a) to pay in Dollars to the Indenture Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Indenture Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust)) and to pay to the Back-up Servicer its fee for all services rendered hereunder and under the Servicing Agreement as Back-up Servicer, and, in the amount of the Back-up Servicer Fee; (b) except as otherwise expressly provided herein, to reimburse the Issuers will pay Indenture Trustee or reimburse in Dollars the Trustee Back-up Servicer upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Indenture Trustee or the Back-up Servicer, respectively, in accordance with any of the provisions provision of this Indenture or Servicing Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys the Indenture Trustee's and counsel Back-up Servicer's agents and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligencewillful misconduct, willful misconduct negligence or bad faith. The Issuers also covenant ; and (c) to indemnify in Dollars and hold harmless the Trust, the Indenture Trustee for, and to hold it harmless against, the Back-up Servicer from and against any loss, liability liability, expense, damage or expense incurred without negligence, willful misconduct or bad faith on the part injury (other than those attributable to a Noteholder in its capacity as an investor in any of the TrusteeNotes) sustained or suffered pursuant to this Indenture by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Trust Estate or the Indenture Trustee (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred in connection with the acceptance defense of any actual or administration threatened action, proceeding or claim; provided that -------- the Issuer shall not indemnify the Indenture Trustee if such loss, liability, expense, damage or injury is due to the Indenture Trustee's gross negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties. Any indemnification pursuant to this Section shall only be payable from the assets of the Issuer and shall not be payable from the assets of the Trust. The provisions of this trust or trusts hereunder, including indemnity shall run directly to and be enforceable by an injured person subject to the reasonable costs limitations hereof and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and indemnification agreement shall survive the satisfaction and discharge termination of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees ------------------------------ (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder as may be agreed in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents, attorneys accountants, experts and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee and their agents for, and to hold it them harmless against, any loss, damage, claims, liability or expense (including, without limitation, reasonable attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of such Person) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of or liability (not arising from negligence or bad faith) in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Issuer promptly upon acquiring knowledge of any claim for which it is entitled to be indemnified hereunder. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder unless the Issuer are prejudiced thereby. If the Issuer elect to defend the claim, the Issuer shall be entitled to control the defense of such claim and the Trustee shall cooperate in such defense. The Trustee may have separate counsel, and the Issuer shall pay the reasonable fees and expenses of such counsel until such time as the Issuer assumes the defense of such claim, and thereafter, to the extent that in the Trustee's reasonable judgment its interests conflict with or differ from those of the Issuer under such claim. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 607 shall survive the resignation or removal of the Trustee and/or satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e501(9) or (f10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee Escrow Agent shall be entitled to, reasonable to compensation for all its services under this Agreement as Escrow Agent and for reimbursement for its reasonable out-of-pocket costs and expenses, in the amounts and payable as set forth on Schedule 2 attached hereto, which compensation shall be paid by Mesa. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by it hereunder (which this Escrow Agreement; provided, however, that in the event that the conditions for the release of shares under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall not be limited compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any provision of law in regard such delay, controversy, litigation or event. If any amount due to the compensation Escrow Agent hereunder is not paid within thirty (30) calendar days of a trustee of an express trust), and, except as otherwise expressly provided hereinthe date due, the Issuers will pay or reimburse Escrow Agent in Dollars its sole discretion may charge interest on such amount up to the Trustee highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Account with respect to its request for all reasonable expensesunpaid fees, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the non-reimbursed expenses and disbursements unsatisfied indemnification rights, superior to the interests of its agentsany other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, attorneys non-reimbursed expenses and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise unsatisfied indemnification rights from its negligence, willful misconduct or bad faiththe Escrow Account. The Issuers Escrow Agent shall also covenant be entitled to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance payment of any of its powers or duties hereunderamounts to which the Escrow Agent is entitled under the indemnification provisions contained herein as set forth in Section VII hereof. The obligations of the Issuers under Escrow Parties set forth in this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and VI shall survive the satisfaction and discharge resignation, replacement or removal of the Escrow Agent or the termination of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawAgreement.

Compensation and Reimbursement. (a) The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to timeTrustee, and the Trustee shall be entitled to, such reasonable compensation 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)) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, bad faith or willful misconduct or bad faithand except as the Company and Trustee may from time to time agree in writing. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct or bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance premises. The Trustee will notify the Company promptly of any claim for which it may seek indemnity; provided that any failure to so notify the Company will not relieve the Company of its powers or duties hereunderindemnification obligations hereunder except if the indemnifying party is prejudiced by such failure to give notice. The Company need not pay for any settlement made without its prior written consent. (b) The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the holders of particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers also covenant to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(f) or (fg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustee, in any capacity under this Indenture, from time to time, and the Trustee time such compensation as shall be entitled to, reasonable compensation agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, gross negligence or willful misconduct or bad faith on the its part as determined by a final nonappealable order of the Trusteea court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and indebtedness hereunder. To secure the Company’s payment obligations in this Section, the Trustee shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that the Securities of the Debt Securities upon any Series on all money or property and funds held or collected by the Trustee, as such, except funds that held in trust for to pay principal of and interest on particular Securities of that Series. Without limiting any rights available to the payment of principal ofTrustee under applicable law, and premium, if any, or interest on, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(e) or (f) occursSection 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (1) to pay in Dollars to the Subordinated Trustee for any series of Securities from time to time, and the Trustee shall be entitled to, reasonable time such compensation for all services rendered by it hereunder as the Issuer and the Subordinated Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Subordinated Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Subordinated Trustee in accordance with any of the provisions provision of this Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, negligence or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the such Subordinated Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of (whether assented to by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Subordinated Trustee for expenses, disbursements and advances any series of Securities shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, such Subordinated Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any, on) or interest onor Deferred Interest, if any, on particular Debt Securities. When the Subordinated Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law. The rights of the Subordinated Trustee under this Section 6.07 shall survive the resignation or removal of the Subordinated Trustee, the payment in full of the Securities for which it is the Subordinated Trustee, the satisfaction and discharge of this Subordinated Indenture, and the termination hereof.

Compensation and Reimbursement. (a) The Issuers covenant and agree Issuer agrees: (i) to pay in Dollars to the Trustee from time to timeon each Payment Date reasonable compensation, and the Trustee shall be entitled toas set forth in a separate fee schedule, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and legal counsel and of all Persons not regularly in its employ)any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, including without limitation5.5, Section 6.026.3(c) or 10.7, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (iii) to indemnify in Dollars the Trustee and its Officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself themselves (including reasonable attorneys’ fees and costs) against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The obligations Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Issuers Transaction Documents to which the Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Noteholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a fee or an expense shall be payable to the Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any portion of a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under this Section 7.06 to compensate and indemnify 6.7 shall be secured by the Trustee and to pay or reimburse lien of this Indenture payable in accordance with the Trustee for expensesPriority of Payments, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them 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, ; any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Canadian Trustee to its corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its negligence, willful misconduct be attributable to their negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, or interest onif any, on particular Debt Securities. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(6) or (f) occurs7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state, provincial or territorial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee and each Authenticating Agent from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employany Authenticating Agent), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture or, for all periods up to the date of resignation, the resignation of the Trustee pursuant to Section 6.09 hereof. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Company, the Trustee shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, if any, on particular Securities or interest on, particular Debt Securitiescoupons. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(5) or (f) occurs6), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture or the resignation of the Trustee pursuant to Section 6.09 hereof.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Indenture Trustee from time to time, time such reasonable compensation as shall be agreed in writing between the Company and the Indenture Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, to reimburse the Issuers will pay or reimburse in Dollars the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars each of the Trustee Indenture Trustee, its officers, directors, employees and agents or any predecessor Indenture Trustee, for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Indenture Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held by it hereunder for any amount owing it or collected by the Trustee, as suchany predecessor Indenture Trustee pursuant to this SECTION 607, except with respect to funds held in trust for the payment benefit of principal of, and premium, if any, or interest on, the Holders of particular Debt Securities. When Without limiting any rights available to the Indenture Trustee under applicable law, when the Indenture Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(eSECTION 501(5) or (f) occurs501(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 Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Indenture Trustee.

Compensation and Reimbursement. The Issuers covenant Issuer and agree the Guarantors, jointly and severally, agree: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuer and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct or bad faith. The Issuers also covenant as finally adjudicated by a court of competent jurisdiction; and (3) to indemnify in Dollars the Trustee (including its officers, directors, employees and agents) and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligencefee, willful misconduct cost or bad faith other expense, including taxes (other than the taxes based on the part income of the Trustee) and reasonable attorneys’ fees and expenses, incurred without negligence or willful misconduct on its part as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Note Guarantee against the Issuer or a Guarantor (including this Section 607), and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement or indemnification. The obligations of the Issuers Issuer and the Guarantors under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers and As security for the Holders agree that performance of such additional Debt obligations of the Issuer, the Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust solely for the benefit of the Holders entitled thereto for the payment of principal of, and or interest or premium, if any, or interest on, particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(7), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 607 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee). The provisions of this Section shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuers covenant and agree agree: (i) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed to in writing between the Issuers and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys consultants and counsel and costs and expenses of all Persons not regularly in its employcollection), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and (iii) to indemnify in Dollars each of the Trustee or any predecessor Trustee for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself themselves against any claim of (whether asserted by the Issuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and As security for the performance of such obligations of the Issuers, the Trustee shall have a lien prior to the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(eclause (vi) or (fvii) occursof Section 501, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant and agree Trustee shall be entitled to pay compensation from each Trust held under the Trust Agreements at such rates as may be approved in Dollars to the Trustee writing from time to timetime by ZionSolutions. Subject to the approval of ZionSolutions (which shall not be unreasonably withheld or delayed), and the Trustee shall be entitled to be reimbursed from each Trust held hereunder for out-of-pocket expenses, including, but not limited to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision expenses of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys auditors and counsel counsel, incurred in connection with the administration of such Trust. ZionSolutions acknowledges that, as disclosed in the Trustee’s float policy and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee’s compensation, arising out of or in connection with the acceptance or administration of this trust or trusts hereunderTrustee will earn interest on balances, including the reasonable costs disbursement balances and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunderbalances arising from purchase and sale transactions. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or Expenses for which ZionSolutions may reimburse the Trustee for expensesalso include taxes of any kind whatsoever that may be levied or assessed under existing or future laws of any jurisdiction upon or in respect of the Trust. The Trustee may take all action necessary to pay for, disbursements and settle, Authorized Transactions, including exercising the power to borrow or raise monies from the Trustee in its corporate capacity or an affiliate. To secure expenses and advances shall constitute additional Debt hereunder made to settle or pay for Authorized Transactions, including payment for securities and shall survive disbursements, ZionSolutions grants to the satisfaction Trustee a first priority security interest in the Trust, all Property therein, all income, substitutions and discharge proceeds, whether now owned or hereafter acquired (the “Collateral”); provided that ZionSolutions does not grant the Trustee a security interest in any securities issued by an affiliate of this Indenturethe Trustee (as defined in Section 23A of the Federal Reserve Act). The Issuers and parties intend that as the Holders agree that such additional Debt securities intermediary with respect to the Collateral, the Trustee’s security interest shall automatically be perfected when it attaches. The Trustee shall be secured by a Lien prior entitled to that collect from the Trust sufficient cash for reimbursement and, if such cash is insufficient, dispose of the Debt Securities upon all property and assets of the Trust to the extent necessary to obtain reimbursement. To the extent the Trustee advances funds held to the Trust for disbursements or collected by to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Trust reasonable charges established under the Trustee’s standard overdraft terms, as such, except funds held in trust for the payment of principal of, conditions and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawprocedures.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees (1) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The Issuers also covenant ; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder, except any such loss, liability or expense as may be attributable to the Trustee’s failure to act in accordance with its obligations under the Trust Indenture Act or its bad faith. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify Section, the Trustee and shall have a lien prior to pay the Securities upon all property or reimburse funds collected by it pursuant to Article V, except funds held in trust for the benefit of the Holders of particular Securities. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or Section 501(7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for expensespurposes of this Section includes any predecessor Trustee, disbursements and advances and, if there are separate Trustees for various series of Securities, such term shall constitute additional Debt hereunder and refer to each Trustee, but shall not be construed to attribute the negligence or bad faith of any Trustee to the rights of any other Trustee hereunder. The provisions of this Section shall survive the satisfaction and discharge of this Indenture. The Issuers , and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers also covenant to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this the Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited 68 - 62 - by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 69 - 63 - When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. (a) The Issuers covenant and agree Issuer agrees: (i) to pay the Collateral Trustee, the Bank (without duplications) and U.S. Bank National Association in Dollars to each of their capacities under the Trustee from time to timeTransaction Documents on each Payment Date reasonable compensation, and the Trustee shall be entitled toas set forth in a separate fee schedule, reasonable compensation for all services rendered by it the Collateral Trustee, the Bank and U.S. Bank National Association in each of its other capacities hereunder and under the Transaction Documents (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will to pay or reimburse the Collateral Trustee, the Bank and U.S. Bank National Association in Dollars the Trustee a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee them in accordance with any of the provisions provision of this Indenture or other Transaction Document (including including, without limitation, any costs related to FATCA compliance, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and legal counsel and of all Persons not regularly in its employ)any accounting firm or investment banking firm employed by the Collateral Trustee pursuant to Section 5.4, including without limitation5.5, Section 6.026.3(c) or 10.7, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith. The Issuers also covenant ) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Collateral Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Servicer; (iii) to indemnify the Collateral Trustee, the Bank and U.S. Bank National Association in Dollars each of their capacities hereunder and under the Trustee other Transaction Documents and its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence, willful misconduct or bad faith on the part of the Trusteetheir part, arising out of or in connection with the acceptance acceptance, enforcement or administration of this trust Indenture and the other Transaction Documents or trusts hereunderthe performance of their duties hereunder and thereunder, including the reasonable costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs) against any claim of (whether brought by or involving the Issuer or any third party) or liability in connection with the exercise exercise, enforcement or performance of any of its powers their powers, rights or duties hereunder. hereunder and under any other agreement or instrument related hereto; and (iv) to pay the Collateral Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees and expenses) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The obligations Collateral Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Issuers Transaction Documents to which the Collateral Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that funds are available for the payment thereof. Subject to Section 6.9, the Collateral Trustee shall continue to serve as Collateral Trustee under this Indenture notwithstanding the fact that the Collateral Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Collateral Trustee’s rights under Section 6.9. No direction by the Debtholders shall affect the right of the Collateral Trustee to collect amounts owed to it under this Indenture. If, on any date when a fee or an expense shall be payable to the Collateral Trustee pursuant to this Indenture, insufficient funds are available for the payment thereof, any portion of a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Collateral Trustee hereby agrees not to cause the filing against the Issuer or any of its subsidiaries, of a petition in bankruptcy for the non-payment to the Collateral Trustee of any amounts provided by this Section 6.7 until at least one year and one day, or, if longer, the applicable preference period then in effect and one day, after the payment in full of all Debt issued under this Indenture or incurred under the Class A-1 Credit Agreement. (d) The Issuer’s payment obligations to the Collateral Trustee under this Section 7.06 to compensate and indemnify 6.7 shall be secured by the Trustee and to pay or reimburse lien of this Indenture payable in accordance with the Trustee for expensesPriority of Payments, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Collateral Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Collateral Trustee incurs expenses after the occurrence of a Default or renders services after an Event of Default specified in under Section 6.01(e5.1(e) or (f) occursSection 5.1(f), the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct or bad faith, or willful misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as Depositor of the Issuer Trust under the Trust Agreement, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all relating to the organization and operation of the Issuer Trust (including, without limitation, the fees and expenses of the trustees)) and any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a “Creditor”), whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteefaith, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and This indemnification shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Indenture or the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e5.1(4) or (f5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy LawCode.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (i) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee and any investment income earned by the Trustee pursuant to Section 12.02 (net of losses for which the Trustee is liable pursuant to Section 12.02)(which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all Unreimbursed Servicing Transfer Expenses, reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or the Servicing Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys the Trustee's agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (iii) to indemnify in Dollars and hold harmless the Trust Estate and the Trustee for, from and to hold it harmless against, against any loss, liability liability, expense, damage or expense incurred without negligenceinjury sustained or suffered pursuant to this Indenture by reason of any acts, willful misconduct omissions or bad faith on the part of the Trustee, alleged acts or omissions arising out of activities of the Trust Estate or the Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance defense of any of its powers actual or duties hereunder. The obligations of threatened action, proceeding or claim; provided that the Issuers under this Section 7.06 to compensate and Issuer shall not indemnify the Trustee and if such loss, liability, expense, damage or injury is due to pay the Trustee's negligence or reimburse willful misconduct, willful misfeasance or bad faith in the performance of duties. The indemnification of the Trustee for expensesprovided by this Section 7.07 shall be payable to the Trustee out of funds on deposit in the Collection Account pursuant to subsection 12.02(d)(xx) or 12.02(e)(xiv), disbursements as applicable; the Trustee shall have no ability to sell or otherwise liquidate the Contracts in the Trust Estate solely in order to obtain funds to finance this indemnification obligation. The provisions of this indemnity shall run directly to and advances shall constitute additional Debt hereunder be enforceable by an injured person subject to the limitations hereof and this indemnification agreement shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Upon the Holders agree that such additional Debt shall be secured by a Lien prior to that occurrence of an Event of Default resulting in an acceleration of maturity of the Debt Securities Notes that has not been rescinded and annulled, the Trustee shall have, as security for the performance of the Issuer under this Section 7.07, a lien ranking senior to the lien of the Notes with respect to which any claim of the Trustee under this Section 7.07 arose upon all property and funds held or collected as part of the Trust Estate by the Trustee, Trustee in its capacity as such, except funds held . The Trustee shall not institute any Proceeding seeking the enforcement of such lien against any Trust Estate unless (i) such Proceeding is in trust connection with a proceeding in accordance with Article Six hereof for enforcement of the lien of this Indenture for the payment benefit of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services Holders of the Notes secured by such Trust Estate after the occurrence of an Event of Default specified in (other than an Event of Default due solely to a breach of this Section 6.01(e7.07) and a resulting declaration of acceleration or automatic acceleration of maturity of such Notes that has not been rescinded and annulled, or (fii) occurssuch Proceeding does not result in or cause a Sale or other disposition of such Trust Estate. All monies so collected by the Trustee shall be applied in accordance with Section 6.08 hereof, the expenses and the compensation for Trustee shall receive amounts pursuant to Section 6.08 hereof only to the services are intended extent that payment thereof will not result in a subsequent Event of Default caused by such payments to constitute expenses of administration under any Bankruptcy Lawthe Trustee.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.026.2, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 7.6 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.1(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree the Guarantors agree, jointly and severally: (a) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Issuers and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or ; (b) to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except to the extent any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct or bad faith. The Issuers also covenant (as determined by a final non-appealable judgment of a court of competent jurisdiction); and (c) to fully indemnify in Dollars the Trustee and its directors, officers, employees, counsels and agents for, and to hold it them harmless against, any loss, liability cost, liability, claim, damage, fee or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, (including reasonable attorney’s fees and expenses) arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable costs and expenses of defending itself themselves (including reasonable attorney’s fees and expenses and court costs) against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent such loss, cost, liability, claim, damage, or expense shall be determined to have been caused by such indemnified party’s own negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). The As security for the performance of the obligations of the Issuers under this Section 7.06 to compensate and indemnify Section, the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, and of (or premium, if any, ) or interest on, particular Debt Securitieson the Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e4.1(g) or (f) occursSection 4.1(h), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 5.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Issuers covenant and agree 7.1 Depositor agrees to: (i) pay an administrative fee USD 10,000 (the “Service Fee”) to Escrow Agent on or about the date of this Escrow Agreement. In the event this Escrow Agreement lasts for more than a year from the date hereof, the Depositor agrees to pay additional annual administrative fee USD 5,000 on each anniversary date of this Escrow Agreement until this Escrow Agreement is terminated. The administrative fee should be payable in Dollars to the Trustee from time to timeadvance, and the Trustee shall be entitled to, reasonable compensation with no proration for all services rendered by it hereunder partial years; and (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will ii) pay or reimburse in Dollars the Trustee Escrow Agent upon its request for all reasonable expenses, disbursements and advances advances, including, without limitation, fees charged and expenses incurred by any affiliate of the Escrow Agent in connection with any investment directed under this Escrow Agreement, and reasonable attorney’s fees and expenses, incurred or made by it in connection with the Trustee in accordance with any of the provisions preparation, negotiation, execution, performance, delivery, modification and termination of this Indenture Escrow Agreement. 7.2 All compensation, reimbursement and other amounts payable by Depositor under this Escrow Agreement shall be paid without setoff and without deduction for any withholding, value-added or other similar taxes, charges, fees or assessments. Depositor shall indemnify the Escrow Agent on an after-tax basis against the full amount of any taxes (including the reasonable compensation and the expenses and disbursements of its agentsincluding, attorneys and counsel and of all Persons but not regularly in its employlimited to stamp duty), including without limitationfees, Section 6.02expenses, except assessments or other charges paid by the Escrow Agent and any such expenselosses arising therefrom or with respect thereto, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant relating to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with any amounts payable under this Escrow Agreement whether or not such taxes, fees, expenses, assessments or other charges were correctly or legally asserted. If Depositor is required by any applicable law to make any deduction or withholding on account of taxes with respect to any amount payable under this Escrow Agreement, then it shall (i) pay such additional amounts so that the acceptance net amount received by the Escrow Agent of such payment is not less than the amount which the Escrow Agent would have received had no such deduction or administration withholding been made; and (ii) promptly deliver to the Escrow Agent all tax receipts evidencing payment of this trust taxes so deducted or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. withheld. 7.3 The obligations of the Issuers under contained in this Section 7.06 to compensate 7, and indemnify the Trustee Sections 8 and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and 9 below shall survive the satisfaction and discharge termination of this Indenture. The Issuers Escrow Agreement and the Holders agree that such additional Debt shall be secured by a Lien prior to that resignation, replacement or removal of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawEscrow Agent.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (a) to pay in Dollars to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (b) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant faith or willful default by the Trustee under the Indenture; and (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of enforcing this Indenture against the Company or the Guarantors (including this Section 6.06) and of defending itself against any claim of (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securitiesany termination under any bankruptcy law. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e5.01(d) or (f) occurse), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law of the United Kingdom or United States. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company and agree the Guarantor, jointly and severally, agree: (1) to pay in Dollars to the Trustee from time to time, time such compensation as shall be agreed in writing between the Company and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (2) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employemployed by the Trustee), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from shall be determined to have been caused by its own negligence, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (3) to indemnify in Dollars the Trustee and any predecessor Trustee and their officers, agents, directors, and employees for, and to hold it them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence, bad faith, or willful misconduct or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the documented and reasonable compensation, expenses and disbursements of its agents and counsel related thereto and the costs of enforcing the terms of this Indenture, including the indemnification provided herein, and expenses of defending itself against any claim, regardless of whether the claim of is asserted by the Company, a Guarantor, a Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company and each Guarantor under this Section 7.06 607 to compensate and indemnify the Trustee and Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and resignation or removal of the Trustee. The Issuers As security for the performance of such obligations of the Company and the Holders agree that such additional Debt Guarantors, the Trustee shall be secured by have a Lien claim prior to that of the Debt Securities Notes upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest on, on particular Debt SecuritiesNotes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs501(7), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant Partnership covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Partnership will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Partnership also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Partnership and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (fSection 6.01(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Reimbursement. The Issuers covenant and agree Issuer agrees: (i) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture or the Servicing Agreement (including the reasonable compensation and the expenses and disbursements of its agents, attorneys the Trustee's agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct or bad faith. The Issuers also covenant misconduct; and (iii) to indemnify in Dollars and hold harmless the Trust Estate and the Trustee for, from and to hold it harmless against, against any loss, liability liability, expense, damage or expense incurred without negligenceinjury sustained or suffered pursuant to this Indenture by reason of any acts, willful misconduct omissions or bad faith on the part of the Trustee, alleged acts or omissions arising out of activities of the Trust Estate or the Trustee (including without limitation any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture), including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other expenses incurred in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance defense of any of its powers actual or duties hereunder. The obligations of threatened action, proceeding or claim; provided that the Issuers under this Section 7.06 to compensate and Issuer shall not indemnify the Trustee if such loss, liability, expense, damage or injury is due to the Trustee's negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties. Any indemnification pursuant to this Section 7.07 shall only be payable from the assets of the Issuer and shall not be payable from the assets of the Trust Estate. The provisions of this indemnity shall run directly to pay or reimburse and be enforceable by an injured person subject to the Trustee for expenses, disbursements limitations hereof and advances shall constitute additional Debt hereunder and this indemnification agreement shall survive the satisfaction and discharge termination of this Indenture. The Issuers and Upon the Holders agree that such additional Debt shall be secured by a Lien prior to that occurrence of an Event of Default resulting in an acceleration of maturity of the Debt Securities Notes that has not been rescinded and annulled, the Trustee shall have, as security for the performance of the Issuer under this Section 7.07, a lien ranking senior to the lien of the Notes with respect to which any claim of the Trustee under this Section 7.07 arose upon all property and funds held or collected as part of the Trust Estate by the Trustee, Trustee in its capacity as such, except funds held . The Trustee shall not institute any Proceeding seeking the enforcement of such lien against any Trust Estate unless (i) such Proceeding is in trust connection with a proceeding in accordance with Article Six hereof for enforcement of the lien of this Indenture for the payment benefit of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services Holders of the Notes secured by such Trust Estate after the occurrence of an Event of Default specified in (other than an Event of Default due solely to a breach of this Section 6.01(e7.07) and a resulting declaration of acceleration or automatic acceleration of maturity of such Notes that has not been rescinded and annulled, or (fii) occurssuch Proceeding does not result in or cause a Sale or other disposition of such Trust Estate. All monies so collected by the Trustee shall be applied in accordance with Section 6.08 hereof, the expenses and the compensation for Trustee shall receive -43- 49 amounts pursuant to Section 6.08 hereof only to the services are intended extent that payment thereof will not result in a subsequent Event of Default caused by such payments to constitute expenses of administration under any Bankruptcy Lawthe Trustee.

Compensation and Reimbursement. (1) The Issuers covenant and agree to shall pay in Dollars to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, time reasonable compensation for all its acceptance of this Indenture and services rendered hereunder in accordance with a written schedule provided by it hereunder (which the Trustee to the Issuers. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the . The Issuers will pay or shall reimburse in Dollars the Trustee promptly upon its request for all reasonable expensesand customary disbursements, disbursements advances and advances reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel. (2) The Issuers shall indemnify and hold harmless the Trustee in accordance with its capacity against any of the provisions of this Indenture (including the and all losses, liabilities, damage, claim, fee, cost, or reasonable compensation and the out-of-pocket expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct or bad faith. The Issuers also covenant to indemnify in Dollars the Trustee for, and to hold incurred by it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of its duties under this trust or trusts hereunderIndenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuers (including this Section 607) and defending itself against any claim (whether asserted by either of the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct as finally adjudicated by a court of competent jurisdiction. The obligations of Trustee shall notify the Issuers under this Section 7.06 to compensate and indemnify promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of its obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Issuers shall be obligated to pay the reasonable fees and expenses of such separate counsel only if the Issuers fails to assume the Trustee’s defense or there is a conflict of interest between the Issuers, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuers need not reimburse the Trustee for expensesany expense or indemnity against liability or loss of the Trustee to the extent such expense, disbursements and advances shall constitute additional Debt hereunder and liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee as finally adjudicated by a court of competent jurisdiction. The provisions of this Section 607(2) shall survive the satisfaction and discharge of this Indenture. The Indenture or the earlier resignation or removal of the Trustee. (3) As security for the performance of the obligations of the Issuers and under this Section 607 the Holders agree that such additional Debt Trustee shall be secured by have a Lien lien prior to that the Securities of the Debt Securities any series upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, of (and premium, if any, ) or interest onon Securities of such series. Such lien shall survive satisfaction and discharge of this Indenture. (4) Without limiting any rights available to the Trustee under applicable law, particular Debt Securities. When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e501(5) or (f) occursSection 501(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 Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law. To the extent that the payment of any such expenses of the Trustee, its agents and counsel, and any other amounts due the Trustee out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee. (5) The provisions of this Section 607 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Issuers covenant Company covenants and agree agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred Incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers Company also covenant covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred Incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Company and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt SecuritiesSecurities and Coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(h) or (fi) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. The Issuers covenant and agree to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation 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), and, except as otherwise expressly provided herein, the Issuers will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without limitation, Section 6.02, ) except any such expense, disbursement or advances as may arise from its negligence, willful misconduct negligence or bad faith. The Issuers also covenant to fully indemnify in Dollars the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Issuers under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this the Indenture. The Issuers and the Holders agree that such additional Debt indebtedness shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e6.01(g) or (fh) occurs, the expenses and the compensation for the services are 41 47 intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency, reorganization or other similar law.

Compensation and Reimbursement. (a) The Issuers covenant and agree Company agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and 51 the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Issuers will pay or . (b) The Company agrees to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, expense disbursement or advances advance as may arise from be attributable to its negligence, bad faith or willful misconduct misconduct. (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Preferred Securities, the Company, as Holder of the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Preferred Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or bad faithgovernmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The Issuers also covenant foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (d) The Company shall indemnify in Dollars the Trustee Trustee, its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct or bad faith on the part of the Trusteeor willful misconduct, arising out of or in connection with the acceptance or administration of this trust or trusts the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive the termination of this Indenture or the resignation or removal of the Trustee. (e) The Holders and the Company agree that the Trustee shall have a first priority lien against all monies and property held by the Trustee prior to the Holders to secure the obligations of the Issuers Company to the Trustee under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 6.7. (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f5.1(d) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (i) to pay in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it hereunder as the Company and the Trustee may agree to from time to time in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, ; (ii) except as otherwise expressly provided herein, the Issuers will pay or to reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from be attributable to its negligence, willful misconduct negligence or bad faith. The Issuers also covenant ; and Senior Indenture (iii) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on the part of the Trusteeits part, arising out of or in connection with the acceptance or administration of this trust or trusts hereundertrust, including the reasonable costs and expenses of defending itself against any claim of or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers and the Holders agree that such additional Debt shall be secured by have a Lien lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustee as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, on particular Debt Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(e) or (f) occurs7.01, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. The obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether at the Stated Maturity or otherwise.

Compensation and Reimbursement. The Issuers covenant and agree Company agrees: (1) to pay in Dollars to the Trustee Trustees from time to time, and the Trustee shall be entitled to, time reasonable compensation for all services rendered by it them 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, except as otherwise expressly provided herein, ; any invoices which remain outstanding for 30 days following the Issuers will pay or date of invoice shall accrue interest at the then current rate of interest charged by the Trustees to their corporate clients; (2) to reimburse in Dollars the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any of the provisions provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys their agents and counsel and of all Persons not regularly in its employcounsel), including without limitation, Section 6.02, except any such expense, disbursement or advances advance as may arise from its be attributable to the U.S. Trustee’s negligence, bad faith or willful misconduct or the Canadian Co-Trustee’s negligence, bad faith. The Issuers also covenant faith or willful misconduct, respectively; and (3) to indemnify in Dollars the Trustee Trustees for, and to hold it them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability liability, claim or expense incurred without negligence, bad faith or willful misconduct or bad faith on the part of the U.S. Trustee, or negligence, bad faith or willful misconduct on the part of the Canadian Co-Trustee, respectively, arising out of or in connection with the acceptance or administration of this the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses of defending itself themselves against any claim of or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Issuers Company under this Section 7.06 to compensate and indemnify the Trustee and Trustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustees shall constitute additional Debt indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The Issuers Indenture and the Holders agree that resignation or removal of the Trustee. As security for the performance of such additional Debt obligations of the Company, the Trustees shall be secured by have a Lien claim prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, Trustees as such, except funds held in trust for the payment of principal of, and of (or premium, if any) or interest, or interest onif any, on particular Debt Securities. When the Trustee incurs Trustees incur expenses or renders render services after in connection with an Event of Default specified in Section 6.01(e5.01(5) or (f) occurs6), the expenses (including reasonable charges and expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy Lawapplicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.