Common use of Compensation and Indemnification of Trustee and Its Prior Claim Clause in Contracts

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, such compensation as agreed to in writing by the Company and the Trustee shall be entitled to, and reasonable compensation for all other 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 all express trust); (b) , and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable fees, expenses, fees, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture and as agreed upon in the fee agreement between the Trustee and the Company (including the reasonable compensation, compensation and the fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ; except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faith; willful misconduct. The Company also covenants and (c) agrees to indemnify the Trustee and any of its directors, officers, directors, agents and employees and agents and each predecessor 43 -40- Trustee (the "Indemnitees") for, and to hold it them harmless against against, any claim, loss, liability liability, damage, tax, assessment or other governmental charge (other than taxes applicable to the Trustee's compensation hereunder) or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure 607 and also including any liability which the Company's payment obligations Indemnitees may incur as a result of failure to withhold, pay or report any tax, assessment, fine, penalty, damages or other governmental charge, and the costs, fees and expenses of defending itself against or investigating any claim or liability in this Section 6.07, connection with the Trustee shall have a Lien prior to the Notes on all money exercise or property held performance of any of its powers or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companyduties hereunder. The obligations of the Company under this Section 607 to compensate and indemnify the Trustee Indemnitees and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable fees, expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that removal of the Notes upon all property Trustee and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy laweach predecessor Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or in respect of the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company and held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee (acting in any capacity hereunder) from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as shall be agreed to from time to time in writing between the Company and the Trustee in Dollars (which shall not be limited by any provision of law in regard with respect to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request in Dollars for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; willful misconduct. The Company and (c) the Guarantors, jointly and severally, also covenant to indemnify the Trustee and (acting in any of its officers, directors, employees and agents capacity hereunder) and each predecessor 43 -40- Trustee and their respective agents for, and to hold it them harmless against against, any and all loss, liability liability, damage, claim or expense expense, including taxes (including attorneys' fees and expenses other than taxes based upon, measured by or determined by the income of the Trustee), except those incurred in defending themselves) incurred without through the Trustee’s own negligence or bad faith on its partwillful misconduct (as adjudicated by a court of competent jurisdiction in a final, non-appealable judgment), arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and its duties hereunder, including enforcement the costs and expenses of enforcing the provisions of this Indenture (including this Section 6.07. To secure 6.6), defending itself against or investigating any claim (whether asserted by the Company's payment obligations , any Guarantor, a Holder or any other Person) of liability in this Section 6.07, the premises and in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a Lien prior the right to employ separate counsel in any such action or proceeding and participate in the Notes on all money or property held or collected by the Trusteeinvestigation and defense thereof, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding shall pay the fees and are not contested in good faith by the Companyexpenses of such separate counsel. The obligations of the Company and the Guarantors under this Section 6.6 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection earlier resignation or termination removal of this Indenture under bankruptcy lawthe Trustee. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claimclaim and such claim shall survive the resignation or removal of the Trustee. If When the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii), Section 5.01(ix) or Section 5.01(x5.1(e) hereof, the parties hereto expenses (including the fees, charges and expenses of its counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) , and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its own negligence or bad faith; and (c) willful misconduct. The Issuer also covenants to indemnify each of the Trustee or any predecessor Trustee and any of its officers, directors, employees and their agents and each predecessor 43 -40- Trustee for, and to hold it them harmless against against, any and all loss, damage, claims, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this Indenture the trust or trusts hereunder, including the trusts hereunder costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.07. To secure the Company's payment obligations in this 5.1(d) or Section 6.075.1(e), the Trustee shall have a Lien prior expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to the Notes on all money constitute expenses of administration under any applicable bankruptcy, insolvency or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companyother similar law. The obligations of the Company Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the rejection or termination of this Indenture under bankruptcy lawTrustee. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or in respect of the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, 80 -72- except funds and property paid by the Company and held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to The Issuer will pay to the Trustee from time to time, and compensation as agreed upon in writing for its services. The compensation of the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall is not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) to . The Issuer will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture Trustee (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ), except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faith; . The Issuer and (c) the Guarantors, jointly and severally, also covenant to indemnify the Trustee and any of Trustee, its directors, officers, directors, employees and agents and each predecessor 43 -40- Trustee Trustee, its directors, officers, employees and agents for, and to hold it each of them harmless against against, any loss, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselvesother than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this the Indenture or the trusts hereunder and the performance of its duties hereunderhereunder and under the Securities, including enforcement the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by the Issuer, a Guarantor, any Holder or any other Person) in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, or in connection with enforcing the provisions of this Section 6.07. 5.07, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. (b) To secure the Company's Issuer’s and the Guarantor’s payment obligations in this Section 6.07Section, the Trustee shall will have a Lien lien prior to the Notes Securities on all money moneys or property held or collected by the Trustee, in its capacity as Trustee, except that moneys or property held in trust to pay principal of, and interest on on, particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify Securities. (c) When the Trustee and each predecessor Trustee and to pay incurs expenses or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii), Section 5.01(ix4.01(d) or Section 5.01(x) hereof4.01(e), the parties hereto expenses (including the reasonable charges and expenses of its counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. The obligations of the Issuer and the Guarantors under this Section 5.07 shall survive the resignation and removal of the Trustee and payment of the Securities.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g), the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faith; and (c) willful misconduct as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence, bad faith or collected by willful misconduct of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction resignation or removal of the Trustee, the payment in full of the Securities and the termination and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held by the Trustee in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following an in connection with a Liquidation Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofbreach, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case (other than in respect of taxes based upon, measured by or determined by the income of the Trustee) the Company shall gross up such payments to the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) , and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its own negligence or bad faith; and (c) willful misconduct. The Issuer also covenants to indemnify each of the Trustee or any predecessor Trustee and any of its their officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it them harmless against against, any and all loss, damage, claims, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this Indenture the trust or trusts hereunder, including the trusts hereunder costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.07. To secure the Company's payment obligations in this 5.1(e) or Section 6.075.1(f), the Trustee shall have a Lien prior expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to the Notes on all money constitute expenses of administration under any applicable bankruptcy, insolvency or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companyother similar law. The obligations of the Company Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the rejection or termination of this Indenture under bankruptcy lawTrustee. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities or Coupons, and the Notes Securities are hereby subordinated to such senior claim. If In no event shall the Trustee renders services be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and incurs expenses following an Event regardless of Default under Section 5.01(viiithe form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), Section 5.01(ixterrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, government action or Section 5.01(x) hereofthe like which delay, restrict or prohibit the parties hereto and the Holders by their acceptance providing of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawservices contemplated by this Indenture.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents counsel, accountants and other persons professionals not regularly in its employ), except any such expense, disbursement or advance as may arise from its gross negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, for and to hold it harmless against any loss, liability or expense (including attorneys' ’ fees and expenses incurred in defending themselves) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. The Trustee, Paying Agent and Registrar shall notify the Company of any claim for which they may seek indemnity promptly upon obtaining knowledge thereof; provided, however, that any failure to so notify the Company shall not relieve the Company of its indemnity obligations hereunder except to the extent the Company shall have been adversely affected thereby. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith. The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture. To secure the Company's ’s payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesNotes (and any Additional Amounts thereon). Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the CompanyIndenture. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to The Issuer will pay to the Trustee from time to time, and compensation as agreed upon in writing for its services. The compensation of the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall is not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) to . The Issuer will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture Trustee, (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its gross negligence or bad faith; and (c) willful misconduct as determined by a final order of a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee and any of Trustee, its directors, officers, employees and agents, its directors, officers, employees and agents and each predecessor 43 -40- Trustee for, and to hold it each of them harmless against against, any fees, damages, costs, loss, liability or expense (including reasonable attorneys' ’ fees and expenses incurred in defending themselvesand court costs) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this the Indenture or the trusts hereunder (including enforcing this Section 5.07) and the performance of its duties hereunderhereunder and under the Securities, including enforcement the costs and expenses (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 indemnification, and of this Section 6.07defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the gross negligence or willful misconduct of the Trustee, as determined by a final order of a court of competent jurisdiction. Anything in the Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of action. (b) To secure the Company's Issuer’s payment obligations in this Section 6.07Section, the Trustee shall will have a Lien lien prior to the Notes Securities on all money or property Property held or collected by the Trustee, in its capacity as Trustee, except that money or Property held in trust to pay principal of, and interest on particular Notes. Such Lien shall survive Securities and the satisfaction and discharge obligations of this Indenture so long as any amounts payable by the Company pursuant Issuer to the Trustee under this Section 6.07 remain outstanding and are not contested in good faith by the Companyshall constitutes additional indebtedness. The obligations of the Company Issuer under this Section to compensate 5.07 shall survive the resignation and indemnify removal of the Trustee and each predecessor Trustee and to pay or reimburse payment of the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction Securities and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesIndenture, and the Notes are hereby subordinated shall extend to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) any co-trustee or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawseparate trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: : (a) to pay to the Trustee from time to time, time such compensation as shall from time to time be agreed upon in writing by the Trustee and the Trustee shall Issuer or, if there be entitled tono agreement, 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); ; (b) to reimburse each of the Trustee and each any predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee or on behalf of it any predecessor Trustee in accordance with any of the provisions provision of this Indenture (including the reasonable compensation, fees, compensation and the reasonable expenses and disbursements of its counsel and of all agents and other persons not regularly in its employcounsel), except to the extent any such expense, disbursement or advance as may arise from be attributable to its negligence or bad faith; and and (c) to indemnify each of the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture trust or the trusts hereunder and performance of its duties hereunder, including enforcement the reasonable costs and expenses of this Section 6.07defending itself against any claim of liability or investigating any claim of liability in the premises, except to the, extent any such loss, liability or expense may be attributable to negligence or bad faith on its own part. To secure ensure the Company's payment performance of the obligations in of the Trustee under this Section 6.07Section, the Trustee shall have a Lien claim prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the Holders principal of, or the Make-Whole Amount, if any, or interest on any Notes. The rights of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.the

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g), the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faith; and (c) willful misconduct as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence, bad faith or collected by willful misconduct of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction resignation or removal of the Trustee, the payment in full of the Securities and the termination and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held by the Trustee in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following an in connection with a Liquidation Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofbreach, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case (other than in respect of taxes based upon, measured by or determined by the income of the Trustee) the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive final payment in full of the Securities, the termination or discharge of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to The Issuer will pay to the Trustee from time to time, and compensation as agreed upon in writing for its services. The compensation of the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall is not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) to . The Issuer will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture Trustee (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ), except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faith; . The Issuer and (c) the Guarantors, jointly and severally, also covenant to indemnify the Trustee and any of Trustee, its directors, officers, directors, employees and agents and each predecessor 43 -40- Trustee Trustee, its directors, officers, employees and agents for, and to hold it each of them harmless against against, any loss, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselvesother than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this the Indenture or the trusts hereunder and the performance of its duties hereunderhereunder and under the Securities, including enforcement the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by the Issuer, a Guarantor, any Holder or any other Person) in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, or in connection with enforcing the provisions of this Section 6.07. 5.07, except to the extent such loss liability or expense is due to the negligence or bad faith of the Trustee or such predecessor Trustee. (b) To secure the Company's Issuer’s and the Guarantor’s payment obligations in this Section 6.07Section, the Trustee shall will have a Lien lien prior to the Notes Securities on all money moneys or property Property held or collected by the Trustee, in its capacity as Trustee, except that moneys or Property held in trust to pay principal of, and interest on on, particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify Securities. (c) When the Trustee and each predecessor Trustee and to pay incurs expenses or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii), Section 5.01(ix4.01(d) or Section 5.01(x) hereof4.01(e), the parties hereto expenses (including the reasonable charges and expenses of its counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. The obligations of the Issuer and the Guarantors under this Section 5.07 shall survive the resignation and removal of the Trustee and payment of the Securities.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company and held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) , and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its own negligence or bad faith; and (c) willful misconduct. The Issuer also covenants to indemnify each of the Trustee or any predecessor Trustee and any of its their officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it them harmless against against, any and all loss, damage, claims, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this Indenture the trust or trusts hereunder, including the trusts hereunder costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.07. To secure the Company's payment obligations in this 5.1(e) or Section 6.075.1(f), the Trustee shall have a Lien prior expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to the Notes on all money constitute expenses of administration under any applicable bankruptcy, insolvency or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companyother similar law. The obligations of the Company Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the rejection or termination of this Indenture under bankruptcy lawTrustee. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities or Coupons, and the Notes Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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 the Company and the Trustee shall, from time to time, agree in writing; (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence gross negligence, bad faith or bad faithwillful misconduct; and (c) to indemnify the Trustee and any (which for purposes of this Section 6.07 shall include its officers, directors, employees and agents agents) and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, claim, damage, or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that removal of the Notes Trustee. To secure the obligations of the Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawSecurities.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: : (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (b) except as otherwise expressly provided herein, to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faithwillful misconduct; and and (c) to indemnify the Trustee and any of its each predecessor Trustee for and their officers, directorsagents, directors and employees and agents and each predecessor 43 -40- Trustee for, and to hold it them harmless against against, any and all loss, damage, claims, liability or expense (expense, including attorneys' fees and expenses incurred in defending themselves) incurred without negligence of counsel, including taxes (other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee or any recoverable taxes including indirect taxes and VAT taxes), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of this Indenture the trust or trusts hereunder, including the trusts hereunder costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section 6.07Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s own negligence or willful misconduct. To secure As security for the Company's payment performance of the obligations in of the Issuer under this Section 6.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Notes, and the Notes are hereby subordinated to such senior claimSecurities. If When the Trustee incurs any expenses or renders any services and incurs expenses following after the occurrence of an Event of Default under specified in Section 5.01(viii4.01(e) or 4.01(f), Section 5.01(ixsuch expenses (including the reasonable charges and expenses of its counsel) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that compensation for such expenses services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any bankruptcy lawapplicable federal or state bankruptcy, insolvency or similar law for the relief of debtors.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to The Issuer will pay to the Trustee from time to time, and compensation as agreed upon in writing for its services. The compensation of the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall is not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) to . The Issuer will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture Trustee, (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its the Trustee’s gross negligence or bad faith; and (c) willful misconduct as determined by a final order of a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee and any of Trustee, its directors, officers, employees and agents, its directors, officers, employees and agents and each predecessor 43 -40- Trustee for, and to hold it each of them harmless against against, any fees, damages, costs, loss, liability or expense (including reasonable attorneys' ’ fees and expenses incurred in defending themselvesand court costs) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this the Indenture or the trusts hereunder (including enforcing this Section 5.07) and the performance of its duties hereunderhereunder and under the Securities, including enforcement the costs and expenses (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 indemnification, and of this Section 6.07defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers, except to the extent such loss liability or expense is due to the gross negligence or willful misconduct of the Trustee, as determined by a final order of a court of competent jurisdiction. Anything in the Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of action. (b) To secure the Company's Issuer’s payment obligations in this Section 6.07Section, the Trustee shall will have a Lien lien prior to the Notes Securities on all money or property Property held or collected by the Trustee, in its capacity as Trustee, except that money or Property held in trust to pay principal of, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the CompanySecurities. The obligations of the Company Issuer under this Section to compensate 5.07 shall survive the resignation and indemnify removal of the Trustee and each predecessor Trustee and to pay or reimburse payment of the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction Securities and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesIndenture, and the Notes are hereby subordinated shall extend to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) any co-trustee or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawseparate trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section 5.06 shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence or collected by bad faith of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the resignation or removal of the Trustee, any Acceleration Event, and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofAcceleration Event, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of VAT or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case the Company shall gross up such payments to the Trustee (other than with respect to taxes based upon, measured by or determined by the income of the Trustee). The indemnity set forth herein shall survive any Acceleration Event, final payment in full of the Securities, the termination of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Subordinated Indenture (including including, subject to Section 5.02(g), the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faith; and (c) willful misconduct as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Subordinated Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence, bad faith or collected by willful misconduct of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction resignation or removal of the Trustee, the payment in full of the Securities and the termination and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawSubordinated Indenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held by the Trustee in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofin connection with a Subordination Event, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case (other than in respect of taxes based upon, measured by or determined by the income of the Trustee) the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive final payment in full of the Securities, the termination or discharge of this Subordinated Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay 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); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) . The Company also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement the costs and expenses of this Section 6.07. To secure defending itself against or investigating any claim of liability in the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companypremises. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.,

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay 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 the Company and the Trustee shall, from time to time, agree in writing; (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence gross negligence, bad faith or bad faithwillful misconduct; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, claim, damage, or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture Indenture, the Escrow Agreement or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawSecurities.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as shall be agreed in writing between the Company and the Trustee in Dollars (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request in Dollars for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) . The Company also covenants to indemnify the Trustee and (either acting as Trustee or in any of its officersother capacity hereunder, directors, employees and agents such as Paying Agent or Registrar) and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, damage, claim or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselves) other than taxes based on the income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement the costs and expenses of this Section 6.07. To secure defending itself against or investigating any claim (whether asserted by the Company's payment obligations , a Holder or any other Person) of liability in this Section 6.07, the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company may choose to defend the claim and the Trustee shall cooperate in the defense. The Trustee may have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal separate counsel and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding shall pay the reasonable fees and are expenses of such counsel. The Company need not contested in good faith by the Companypay for any settlement made without its consent, with consent shall not unreasonably be withheld. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii5.1(d), Section 5.01(ixthe expenses (including the reasonable charges and expenses of its counsel) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder 70 -63- (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 shall, from time to time, agree in writing; (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faithwillful misconduct; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, claim, damage, or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawSecurities.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to The Issuer will pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed upon in writing for all services rendered by it hereunder (which shall in any capacity. The compensation of the Trustee is not be limited by any provision of law in regard to the on compensation of a trustee Trustee of an express trust); (b) to . The Issuer will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses (including out-of-pocket expenses, fees), disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder, (including the compensation and reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its gross negligence or bad faith; and (c) willful misconduct as determined by a final order of a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee in any capacity under this Indenture and any of other document or transaction entered into in connection herewith and its directors, officers, directors, employees and agents and each predecessor 43 -40- Trustee Trustee, its directors, officers, employees and agents for, and to hold it each of them harmless against against, any and all loss, damage, claims, liability or expense (expense, including attorneys' fees and expenses incurred in defending themselves) incurred without negligence of counsel, including taxes (other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of this Indenture the trust or trusts hereunder, including the trusts hereunder costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section 6.07. Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s or any predecessor Trustee’s own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. (b) To secure the Company's Issuer’s payment obligations in this Section 6.07Section, the Trustee shall will have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, and interest on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge The Trustee’s right to receive payment of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company due under this Section 5.06 shall not be subordinate to compensate any other liability or Indebtedness of the Issuer. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 5.06 shall extend to the officers, directors, agents and indemnify employees of the Trustee. (c) In addition to, but without prejudice to its other rights under this Indenture, when the Trustee and each predecessor Trustee its agents and to pay any authenticating agent incurs expenses or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii4.01(e) and Section 4.01(f), Section 5.01(ixthe expenses (including the reasonable charges and expenses of its counsel) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder 70 - 63 - (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 shall, from time to time, agree in writing; (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faithwillful misconduct; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, claim, damage or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence negligence, bad faith, or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. To secure the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that obligations of the Notes Company to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawSecurities.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Company covenants and agrees: (ai) to pay 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 the Company and the Trustee shall, from time to time, agree in writing; (bii) to reimburse the Trustee and each predecessor Trustee upon its written request for all reasonable and documented expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence gross negligence, bad faith or bad faithwillful misconduct; and (ciii) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any and all loss, liability liability, claim, damage, or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the income of the Trustee) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company7.07. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or Indenture. (b) The Trustee shall give notice as promptly as reasonably practicable to the rejection or termination Company of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Company shall not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Indenture under bankruptcy lawindemnity agreement. Such additional indebtedness Counsel to the Trustee shall be a senior claim selected by the Company. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to that the Company shall not (except with -------- ------- the consent of the Notes upon all property Trustee) also be counsel to the Trustee. In no event shall the Company be liable for fees and funds held or collected by expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for the Trustee as such, except funds held in trust for connection with any one action or separate but similar or related actions in the benefit same jurisdiction arising out of the Holders same general allegations or circumstances. The Company shall not, without the prior written consent of particular Notesthe Trustee, and settle or compromise or consent to the Notes are hereby subordinated entry of any judgment with respect to such senior claim. If any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 7.07 (whether or not the Trustee renders services and incurs expenses following is an Event of Default under Section 5.01(viiiactual or potential party thereto), Section 5.01(ixunless such settlement, compromise or consent (i) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance includes an unconditional release of the Notes hereby agree that Trustee from all liability arising out of such expenses are intended litigation, investigation, proceeding or claim and (ii) does not include a statement as to constitute expenses or an admission of administration under any bankruptcy lawfault, culpability or a failure to act by or on behalf of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, 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); (b) to be agreed to in writing by the Trustee and the Company (and, in the absence of specific agreement, to reasonable compensation), and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including (i) the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), employ and (ii) interest at the prime rate on any disbursements and advances made by the Trustee and not paid by the Company within five (5) days after receipt of an invoice for such disbursement or advance) except any such expense, disbursement or advance as may arise from shall be determined by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and (c) . The Company also covenants to fully indemnify each of the Trustee Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of its officersthe Trustee, directors, employees and agents and each such predecessor 43 -40- Trustee or any such Authenticating Agent for, and to hold it harmless against against, any and all loss, liability liability, claim, damage or expense (including attorneys' legal fees and expenses incurred in defending themselvesexpenses) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement the costs and expenses of this Section 6.07. To secure defending itself against or investigating any claim of liability in the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companypremises. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby effectively subordinated to such senior claimclaim to such extent. If The provisions of this Section 7.06 shall survive the Trustee renders services and incurs expenses following an Event termination of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto this Indenture and the Holders by their acceptance resignation or removal of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy lawTrustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) , and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or bad faith; and (c) willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment or order. The Company also covenants to indemnify the Trustee and any which for purpose of its this Section shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its the performance of such party’s duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) incurred of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence, bad faith or collected by willful misconduct of the Trustee, except that held predecessor trustee, or their respective agents, officers, directors or employees, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofin connection with a Liquidation Event, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The provisions of Section 5.06 and Section 5.02(i) shall survive the termination or discharge of this Indenture, the redemption or cancellation of the Securities, and the resignation or removal of the Trustee. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law (other than taxes based upon, measured by or determined by the income of the Trustee), in which case the Company shall gross up such payments to the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company Issuer covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) , and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its own negligence or bad faith; and (c) willful misconduct, as finally adjudicated by a court of competent jurisdiction. The Issuer also covenants to indemnify each of the Trustee or any predecessor Trustee and any of its officers, directors, employees and their agents and each predecessor 43 -40- Trustee for, and to hold it them harmless against against, any and all loss, damage, claims, liability or expense expense, including taxes (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this Indenture the trust or trusts hereunder, including without limitation 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 trusts hereunder Trustee’s right to indemnification and including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including enforcement or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct, as finally adjudicated by a court of competent jurisdiction. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.07. To secure the Company's payment obligations in this 5.1(d) or Section 6.075.1(e), the Trustee shall have a Lien prior expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to the Notes on all money constitute expenses of administration under any applicable bankruptcy, insolvency or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companyother similar law. The obligations of the Company Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the rejection or termination of this Indenture under bankruptcy lawTrustee. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) The Republic covenants and agrees to pay 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 between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, feesdisbursements, disbursements losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation, fees, and the documented expenses and disbursements of properly and reasonably incurred by its counsel and of by all agents and other persons Persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its own gross negligence or bad faithwillful misconduct; and provided, however, that in connection with the Republic’s obligation to make a payment of any amounts due to the Trustee under this Section 5.6, the provisions of Paragraph 17 of the Terms shall be applicable, mutatis mutandis, for the benefit of the Trustee hereunder. (cb) The Republic also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee trustee for, and to hold it harmless against against, any loss, liability liability, damages or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without fraud, gross negligence or bad faith willful misconduct on its part, directly or indirectly, arising out of of, or in connection with with, the acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including, without limitation, the documented costs and expenses (including enforcement counsel fees) properly and reasonably incurred of defending itself against or investigating any claim of liability with respect to the foregoing. (c) As security for the performance of the obligations of the Republic under this Section 6.07. To secure the Company's payment obligations in this Section 6.07, 5.6 the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular NotesDebt Securities. (d) In addition to, and the Notes are hereby subordinated but without prejudice to such senior claim. If its other rights under this Indenture, when the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofDefault, the parties hereto expenses (including the charges and expenses of its counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith; and (c) faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section 5.06 shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the willful misconduct, negligence or collected by bad faith of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction resignation or removal of the Trustee, the payment in full of the Securities and the termination and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held by the Trustee in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under specified in Section 5.01(viii4.01(d), Section 5.01(ixthe expenses (including the properly incurred fees and expenses of its agents and counsel) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law.. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case (other than in respect of taxes based upon, measured by or determined by the income of the Trustee) the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive final payment in full of the Securities, the termination or discharge of this Indenture, and the resignation or removal of the Trustee or any agent hereunder. Table of Contents

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) The Province covenants and agrees to pay 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 between the Province and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Province covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, feesdisbursements, disbursements losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation, fees, and the documented expenses and disbursements of reasonably incurred by its counsel and of by all agents and other persons not regularly in its employ), ) except for any such expense, disbursement or advance as may arise from its own fraud, gross negligence or bad faith; and willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction (cb) The Province also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence expense, directly or bad faith on its partindirectly, arising out of of, or in connection with with, the acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07including, without limitation, the Trustee shall have a Lien prior documented costs and expenses (including costs of collection) reasonably incurred of defending itself against or investigating any claim of liability with respect to the Notes on all money or property held or collected by foregoing; provided that the Province will not be liable for such losses resulting solely from the Trustee’s fraud, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge gross negligence or willful misconduct as determined by a final non-appealable judgment of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. a court of competent jurisdiction. (c) The obligations of the Company Province under this Section 6.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute an additional obligation indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesDebt Securities, and the Notes Debt Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) The Province covenants and agrees to pay 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 between the Province and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Province covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, feesdisbursements, disbursements losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation, fees, and the documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its gross negligence or bad faithwillful misconduct; and provided, however, that in connection with the Province’s obligation to make a payment of any amounts due to the Trustee under this Section 5.6, the provisions of Paragraph 17(a) of the Terms shall be applicable, mutatis mutandis, for the benefit of the Trustee hereunder. (cb) The Province also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without fraud, gross negligence or bad faith willful misconduct on its part, directly or indirectly, arising out of of, or in connection with with, the acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07including, without limitation, the Trustee shall have a Lien prior documented costs and expenses reasonably incurred of defending itself against or investigating any claim of liability with respect to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. foregoing. (c) The obligations of the Company Province under this Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute an additional obligation indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesDebt Securities, and the Notes Debt Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except to the extent any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and any Trustee, which for purposes of its this Section 5.06 shall be deemed to include the Trustee’s directors, officers, directors, employees and agents agents, and each predecessor 43 -40- Trustee trustee (and their respective officers, employees, directors and agents) for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselvestaxes other than taxes based upon the net income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including enforcement the properly incurred costs and expenses (including the properly incurred fees, charges and expenses of this Section 6.07. To secure its agents and counsel) of defending itself against or investigating any claim of liability arising out of or in connection with the Company's payment obligations in this Section 6.07same, the Trustee shall have a Lien prior except to the Notes on all money extent such loss, liability or property held expense may be attributable to the negligence or collected by bad faith of the Trustee, except that held its agents, officers, directors or employees or such predecessor trustee, in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge each case as determined in a final non-appealable judgment or order by a court of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Companycompetent jurisdiction. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the resignation or removal of the Trustee, any Acceleration Event, and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities, and the Notes Securities are hereby subordinated to such senior claim. If When the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofAcceleration Event, the parties hereto expenses (including the properly incurred fees and expenses of its agents and counsel) and the Holders by their acceptance of compensation for the Notes hereby agree that such expenses services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law (other than taxes based upon, measured by or determined by the income of the Trustee), in which case the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive any Acceleration Event, final payment in full of the Securities, the termination of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) To the extent not already required by Section 4.2 or 5.6(b), Jamaica covenants and agrees to pay 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 between Jamaica and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and Jamaica covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, feesdisbursements, disbursements losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation, fees, and the documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its gross negligence or bad faith; and willful misconduct. (cb) To the extent not already required by Section 4.2 or 0, Jamaica also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee trustee for, and to hold it harmless against against, any loss, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without fraud, gross negligence or bad faith willful misconduct on its part, directly or indirectly, arising out of of, or in connection with with, the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07including, without limitation, the Trustee shall have a Lien prior documented costs and expenses reasonably incurred of defending itself against or investigating any claim of liability with respect to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. foregoing. (c) The obligations of the Company Jamaica under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute an additional obligation indebtedness hereunder and shall survive the resignation of the Trustee and the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesDebt Securities, and the Notes Debt Securities are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agreeseach Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable to such compensation for all services rendered by it hereunder as shall be agreed by the Company and the Trustee in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, liability liability, damage, claim or expense expense, including taxes, if any (including attorneys' fees and expenses incurred in defending themselves) other than taxes based upon, determined by or measured by the income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are not contested in good faith by the Company. The obligations of the Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture Indenture, the resignation or removal of the Trustee or the rejection or termination of this Indenture under bankruptcy lawIndenture. Such additional indebtedness shall be a senior claim to that To secure the obligations of the Notes Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company or any Guarantor and held in trust for the benefit of the Holders of particular Notes, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs expenses following an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereof, the parties hereto and the Holders by their acceptance of the Notes hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Company covenants and agrees: (a) agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Company and the Trustee may agree upon (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) to 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 the Company will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable documented expenses, fees, disbursements and advances reasonably incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its negligence negligence, willful misconduct or bad faith; and (c) . The Company also covenants to indemnify the Trustee and any of its officers, directors, employees and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, damage, claim, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence negligence, willful misconduct or bad faith on its part, the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses reasonably incurred in enforcing this Indenture against the Company and defending itself against any claim (whether asserted by the Company, any holder of Notes or any other Person) or liability in connection with the trusts hereunder and exercise or performance of any of its powers or duties hereunder. For purposes of Sections 7.02(g) and 7.06(a), including enforcement of this Section 6.07. To secure the Company's payment obligations in this Section 6.07, expenses need only be documented if generated by third party service providers and such expenses shall be deemed documented if the Trustee shall have a Lien prior submitted to the Notes on all money or property held or collected Company an invoice from such provider. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, except that held in trust Trustee to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by notify the Company pursuant will not relieve the Company of its indemnity obligations hereunder except to this Section 6.07 remain outstanding the extent the Company is materially prejudiced thereby. The Company will defend the claim and are the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. The Company need not contested in good faith by the Company. pay for any settlement made without its prior written consent, which consent will not be unreasonably withheld. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawand the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim lien to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes, and the Notes are hereby subordinated to each such senior claim. If lien. (c) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofDefault, the parties hereto expenses (including the reasonable charges and the Holders by their acceptance expenses of the Notes hereby agree that such expenses its counsel) and compensation for its services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Company covenants and agrees: (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation for all services rendered by it hereunder as the Issuer and the Trustee may agree upon (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (btrust and may provide for adjustments from time to time) to 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 the Issuer will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable documented expenses, fees, disbursements and advances reasonably incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), ) except any such expense, disbursement or advance as may arise from its negligence negligence, willful misconduct or bad faith; and (c) . The Issuer also covenants to indemnify each of the Trustee and any of its officers, directors, employees employees, representatives and agents and each predecessor 43 -40- Trustee for, and to hold it harmless against against, any loss, damage, claim, liability or expense (including attorneys' fees and expenses incurred in defending themselves) incurred without negligence negligence, willful misconduct or bad faith on its part, part and arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereundertrust, including enforcement the costs and expenses reasonably incurred in enforcing this Indenture against the Issuer and defending itself against any claim (whether asserted by the Issuer, any holder of this Section 6.07. To secure Notes or any other Person) or liability in connection with the Company's payment obligations in this Section 6.07, exercise or performance of any of the powers or duties of the Trustee shall have a Lien prior hereunder. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its indemnity obligations hereunder except to the Notes on all money or property held or collected by extent the TrusteeIssuer is materially prejudiced thereby. The Issuer will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuer will pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its prior written consent, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture so long as any amounts payable by the Company pursuant to this Section 6.07 remain outstanding and are which consent will not contested in good faith by the Company. be unreasonably withheld. (b) The obligations of the Company Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional obligation indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy lawand the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim lien to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes, and the Notes are hereby subordinated to each such senior claim. If lien. (c) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services and incurs expenses following in connection with an Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x) hereofDefault, the parties hereto expenses (including the reasonable charges and the Holders by their acceptance expenses of the Notes hereby agree that such expenses its counsel) and compensation for its services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or similar law.