Excluded Amount. (i) any obligation of any Trust to make any payment to any Holder in accordance with the terms of the applicable Indenture or such Trust's Notes, (ii) any obligation or expense of the Trust to the extent that such obligation or expense has actually been paid utilizing funds available to the Trust from payments under the applicable Funding Agreement or the Guarantee, (iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty or liability of any kind or nature... whatsoever resulting from or relating to any insurance regulatory or other governmental authority asserting that: (a) the Trust's Notes are, or are deemed to be, (1) participations in the applicable Funding Agreement or (2) contracts of insurance, or (b) the offer, purchase, sale and/or transfer of the Trust's Notes and/or the pledge and collateral assignment of the applicable Funding Agreement by the Trust to Law Debenture on behalf of the Holders of the Trust's Notes (1) constitutes the conduct of the business of insurance or reinsurance in any jurisdiction or (2) requires the Trust or any Holder of the Trust's Notes to be licensed as an insurer, insurance agent or broker in any jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty or liability of any kind or nature whatsoever imposed on Law Debenture that results from the bad faith, willful misconduct or negligence of Law Debenture, (v) any costs and expenses attributable solely to Law Debenture's administrative overhead unrelated to the Program, (vi) any tax imposed on fees paid to Law Debenture, (vii) any withholding taxes imposed on or with respect of payments made under the applicable Funding Agreement, the applicable Indenture or the Trust's Note and (viii) any Additional Amounts paid to any Holder.View More
