Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees:and each Subsidiary Guarantor jointly and severally agree (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9)8) of Section 501 of this Indenture, the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal Insolvency or State bankruptcyLiquidation Proceeding. For the purposes of this paragraph, "Insolvency or Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other similar foreign winding-up proceeding of such Person, whether voluntary or domestic law; PROVIDED, HOWEVER, that to involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the extent unpaid as benefit of creditors or any other marshaling of assets and liabilities of such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndenturePerson.

Compensation and Reimbursement. The Company agrees: (1) As compensation for its services hereunder, the Trustee shall be entitled to pay receive the Trustee Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the Trustee from time to time reasonable compensation for all services rendered extent permitted by it hereunder (which compensation shall not be limited by any provision of law in regard to Section 7.05(c), and such other amounts as separately agreed with the compensation of a trustee of an express trust); (2) except Seller. Except as otherwise expressly provided hereinin this Agreement, to reimburse the Trustee upon its request for all reasonable expensesand any director, disbursements and advances incurred officer, employee or made agent of the Trustee shall be indemnified by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation Trust and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it held harmless against, against any loss, liability liability, or "unanticipated out-of-pocket" expense incurred without negligence or bad faith on its partpaid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) in connection with or any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. The obligations All such amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the parties hereto that a "claim" as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Company under this Section to compensate the TrusteeCustodial Agreement. The Trustee and any director, to pay officer, employee or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless agent of the Trustee shall constitute additional indebtedness hereunder be indemnified by the Seller and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Companyheld harmless against any loss, the Trustee shall have a claim prior to the Securities upon all property and funds held liability or collected reasonable expenses incurred by the Trustee in performing its duties as such, except funds held in trust Tax Matters Person for the payment REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of principal of (and premiumwillful misfeasance, if any) negligence or interest on particular Securitiesbad faith. When the Trustee incurs expenses or renders provides services in connection with an Event after the occurrence of Default specified in Section 501(8) a default and the commencement of a voluntary or (9)involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation fees for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section 10.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company (a) Subject to Section 6.07(b), the Issuer hereby agrees: (1) to pay or cause to be paid to the Indenture Trustee from time to time reasonable compensation (or, if so provided in the related Terms Indenture, to pay or cause to be paid to the Indenture Trustee compensation at such specific times and/or in such specific amounts as may be set forth therein) for all services rendered by it the Indenture Trustee with respect to any Series hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; and (2) except as otherwise expressly provided hereinin the related Terms Indenture, to reimburse reimburse, indemnify and hold harmless the Indenture Trustee upon its request and any director, officer, employee or agent of the Indenture Trustee for all reasonable expensesany loss, disbursements liability or "out-of-pocket" expense (including costs and advances expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred or made by the Trustee in accordance connection with any provision act or omission on the part of this the Indenture Trustee hereunder or under any related Servicing and Administration Agreement with respect to any Series or the related Trust Estate (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except other than any such expense, disbursement or advance as may expense expressly required to be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless againstborne thereby, any loss, liability or expense incurred without negligence or by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein or in any Servicing and Administration Agreement, and other than allocable overhead of the Indenture Trustee, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar internal costs and expenses). The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on its partthe part of the Issuer to make any payments, arising out reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 6.07(a); provided, however, that (subject to Section 6.07(b)) nothing in this Section 6.07 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay or cause the payment of any sums due the Indenture Trustee pursuant to this Section 6.07. (b) Unless otherwise provided in the related Terms Indenture, the obligations of the Issuer set forth in Section 6.07(a) are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate securing the Series with respect to which any claim of the Indenture Trustee under this Section 6.07 arose. In connection with the foregoing, unless the related Terms Indenture expressly provides otherwise, the Indenture Trustee may from time to time deduct (or cause to be deducted and remitted to it) payments of all amounts due to it pursuant to Section 6.07(a) in connection with any Series from monies on deposit in the acceptance or administration of this trust, including Bond Account for such Series and/or from any other Account established for such purpose under the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. related Terms Indenture. (c) The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Indenture Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As have, as security for the performance of such obligations the Issuer under this Section 6.07, a lien ranking senior to the lien of the Company, Bonds of the Series with respect to which any claim of the Indenture Trustee shall have a claim prior to the Securities under this Section 6.07 arose upon all property and funds held or collected by the Indenture Trustee in its capacity as such, except funds held in trust such as part of the Trust Estate for such Series; provided that the payment Indenture Trustee shall not institute any Proceeding seeking the enforcement of principal such lien against such Trust Estate unless Bonds of (such Series have been declared due and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with payable pursuant to Section 5.02 following an Issuer Event of Default specified Default, such declaration of acceleration and its consequences have not been rescinded and annulled, and monies collected by the Indenture Trustee are being applied in accordance with Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture5.06.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold it each of them harmless against, any loss, liability liability, damage, claim or expense incurred without negligence or bad faith willful misconduct on its each of their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on interest, if any, on, or any Additional Amounts with respect to, particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8clause (5) or (9), the expenses (including the reasonable charges and expenses of its counsel6) of Section 501 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance Such additional indebtedness shall be a senior claim to that of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumpremium or Make-Whole Amount, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services Securities are intended hereby subordinated to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indentureeach senior claim.

Compensation and Reimbursement. The Company agrees: (1) As compensation for its services hereunder, the Trustee shall be entitled to pay receive the Trustee Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the Trustee from time to time reasonable compensation for all services rendered extent permitted by it hereunder (which compensation shall not be limited by any provision of law in regard to Section 7.05(c), and such other amounts as separately agreed with the compensation of a trustee of an express trust); (2) except Seller. Except as otherwise expressly provided hereinin this Agreement, to reimburse the Trustee upon its request for all reasonable expensesand any director, disbursements and advances incurred officer, employee or made agent of the Trustee shall be indemnified by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation Trust and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it held harmless against, against any loss, liability liability, or “unanticipated out-of-pocket” expense incurred without negligence or bad faith on its partpaid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) in connection with or any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. The obligations All such amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the parties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Company under this Section to compensate the TrusteeCustodial Agreement. The Trustee and any director, to pay officer, employee or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless agent of the Trustee shall constitute additional indebtedness hereunder be indemnified by the Seller and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Companyheld harmless against any loss, the Trustee shall have a claim prior to the Securities upon all property and funds held liability or collected reasonable expenses incurred by the Trustee in performing its duties as such, except funds held in trust Tax Matters Person for the payment REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of principal of (and premiumwillful misfeasance, if any) negligence or interest on particular Securitiesbad faith. When the Trustee incurs expenses or renders provides services in connection with an Event after the occurrence of Default specified in Section 501(8) a default and the commencement of a voluntary or (9)involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation fees for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section 10.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes imposed 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 trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Issuer, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The To secure the Issuer’s payment obligations of the Company under in this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company6.7, the Trustee shall have a claim lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds other than money or property held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(85.1(4) or (9Section 5.1(5), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee in Dollars 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including costs incurred in connection with applications to any Gaming Authority and including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, a Holder of Debt Securities or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim prior to the Securities Debt Securities, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal amounts due on the Debt Securities. The obligations of (the Company under this Section 7.07 to compensate and premiumindemnify the Trustee for reasonable expenses, if any) disbursements and advances shall constitute additional Indebtedness under this Indenture and shall survive the satisfaction and discharge of this Indenture and any rejection or interest on particular Securitiestermination of this Indenture under any Bankruptcy Law. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(86.01(d) or (9)e) occurs, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services of the Trustee are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 607 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance Such additional indebtedness shall be a senior claim to that of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for Securities are hereby subordinated to such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenturesenior claim.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3) to indemnify each of the Trustee and any predecessor Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any lossliability, liability claim, damage or expense including reasonable counsel fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(8) or (9)occurs, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services of the Trustee are intended to constitute expenses of administration under any applicable Federal bankruptcy law or State bankruptcy, insolvency any similar federal or other similar foreign or domestic law; PROVIDED, HOWEVER, that to state law for the extent unpaid as such expenses, they shall be paid as provided in Section 506relief of debtors. The provisions of this Section 606 shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 606 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyIssuer under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest or any Additional Amounts on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506related coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees:shall (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to its negligence the Trustee's negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless from and against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of hereunder except to the Company under this Section extent any such loss, liability or expense may be attributable to compensate the Trusteeits negligence, to pay willful misconduct or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenturebad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon the Mortgaged Property and all property and funds held or collected by the Trustee as such, except other than property and funds held in trust for under Section 803 (except moneys payable to the payment Company as provided in Section 803). In addition and without prejudice to the rights provided to the Trustee under any of principal the provisions of (and premiumthis Indenture, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8901(d) or (9Section 901(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or and State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Company's obligations under this Section 1007 and the Lien referred to in this Section 1007 shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations under Article Eight of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 607 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance Such additional indebtedness shall be a senior claim to that of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities, and the Securities are hereby subordinated to each senior claim. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9)Article Five hereof, the expenses (including the reasonable charges fees and expenses of its counsel) of and the compensation for such services the service in connection therewith are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic bankruptcy law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Trustee shall give the Company notice of any claim or liability for which the Trustee might be entitled to indemnification under subparagraph (3) of this Section shall survive 607 within a reasonable amount of time after a trust officer of the termination Trustee becomes aware of this Indenturesuch claim or liability.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, damages, claims, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself themselves against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of hereunder or in connection with enforcing the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge provisions of this IndentureSection. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (of, and premium, if any) premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When In addition and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counselor attorneys), except any such expense, disbursement or advance as may be attributable to its negligence the negligence, willful misconduct or bad faith; andfaith of it or of its agents or attorneys; (3) to indemnify the Trustee forindemnify, defend and to hold it the Trustee harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents or attorneys) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection therewith or with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, ; (4) that the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When ; and (5) without limiting any rights available to the Trustee under applicable law, that when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(4) or (9Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such 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); , as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (2) including, without limitation, fees for extraordinary services rendered), and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ and the reimbursement of all extraordinary expenses incurred) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or bad faith; and (3) , as determined by a court of competition jurisdiction. The fees, charges and expenses specified herein are for the typical and customary services as trustee. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during default or additional government reporting requirements will be charged at the then current rates for such services. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, claims, damages, liability or expense incurred without gross negligence or bad faith on its partthe part of the Trustee, as determined by a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder and the taking of any enforcement actions under the Collateral Documents, including the costs and expenses of investigating or defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations be secured by a Lien prior to that of the Company, the Trustee shall have a claim prior to the Securities Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for . (c) The obligations of the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration Company under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section 7.07 shall survive the termination satisfaction and discharge of this IndentureIndenture or the earlier resignation or removal of the Trustee or the Collateral Agent.

Compensation and Reimbursement. The Company agrees: (1) As compensation for its services hereunder, the Trustee shall be entitled to pay receive the Trustee Fee, any investment income or other benefit derived from funds or Eligible Investments in the Certificate Account to the Trustee from time to time reasonable compensation for all services rendered extent permitted by it hereunder (which compensation shall not be limited by any provision of law in regard to Section 7.05(c), and such other amounts as separately agreed with the compensation of a trustee of an express trust); (2) except Seller. Except as otherwise expressly provided hereinin this Agreement, to reimburse the Trustee upon its request for all reasonable expensesand any director, disbursements and advances incurred officer, employee or made agent of the Trustee shall be indemnified by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation Trust and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it held harmless against, against any loss, liability liability, or “unanticipated out of pocket” expense incurred without negligence or bad faith on its partpaid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) in connection with or any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. The obligations All such amounts described in the preceding sentence shall constitute Trustee Reimbursable Expenses. It is understood by the parties hereto that a “claim” as used in this paragraph includes any claim for indemnification made by the Custodian under the applicable provisions of the Company under this Section to compensate the TrusteeCustodial Agreement. The Trustee and any director, to pay officer, employee or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless agent of the Trustee shall constitute additional indebtedness hereunder be indemnified by the Seller and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Companyheld harmless against any loss, the Trustee shall have a claim prior to the Securities upon all property and funds held liability or collected reasonable expenses incurred by the Trustee in performing its duties as such, except funds held in trust Tax Matters Person for the payment REMICs created under this Agreement, other than any loss, liability or expense incurred by reason of principal of (and premiumwillful misfeasance, if any) negligence or interest on particular Securitiesbad faith. When the Trustee incurs expenses or renders provides services in connection with an Event after the occurrence of Default specified in Section 501(8) a default and the commencement of a voluntary or (9)involuntary case under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law involving any of the Sellers or the Servicer, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation fees for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section 10.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Holders of Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services Notwithstanding any provision in connection with an Event of Default specified in Section 501(8) or (9)this Indenture, the expenses (including the reasonable charges Trustee's right to immunities and expenses protection from liability hereunder and its rights to payment of its counsel) of fees, expenses and indemnities shall survive its resignation or removal and the compensation for such services are intended final payment or defeasance of the Securities and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to constitute expenses of administration under any applicable Federal or State bankruptcyits directors, insolvency or other similar foreign or domestic law; PROVIDEDofficers, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506employees and agents. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Company Issuer agrees, both before any default hereunder and thereafter until all the duties of the Trustee shall be firmly and fully performed, except any such expense, disbursement, or advance as shall be determined to have been caused by its own negligence or willful misconduct: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel and the reasonable expenses related to the calling of any meeting of Holders by the Issuer), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. . (b) The obligations of the Company Issuer under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanyIssuer, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. Securities or any coupons. (c) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (96), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. . (d) The provisions of this Section shall survive the termination of this Indenture. Any amount due under this Section 605 and unpaid 30 days after request for such payment shall bear interest at the then current rate for overdue amounts charged by the Trustee. (e) The remuneration of the Trustee hereunder shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Indenture shall be in course of administration by or under the direction of any court.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, accountants, experts and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee and each of its officers, directors, employees, attorneys-in-fact and agents for, and to hold it harmless against, any claim, demand, loss, liability or expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee's agents and counsel) incurred without gross negligence or bad faith on its part, arising out of or in connection with the offering and sale of the Notes, or the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and enforcing this indemnification provision. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the resignation or removal of the Trustee or the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and and. advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 601(6) or Section 601(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyIssuer under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(7) or (9)8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder and under the Pledge Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture and under the Pledge Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance and administration of its duties under the Pledge Agreement or the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDEDprovided, HOWEVERhowever, that to the extent unpaid if any such amounts are not paid as such expensesexpenses of administration, they shall may be paid collected by the Trustee as provided in amounts payable to it pursuant to Section 506. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such 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); , as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (2) including, without limitation, fees for extraordinary services rendered), and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ and the reimbursement of all extraordinary expenses incurred) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or bad faith; and (3) , as determined by a court of competition jurisdiction. The fees, charges and expenses specified herein are for the typical and customary services as trustee. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during default or additional government reporting requirements will be charged at the then current rates for such services. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, claims, damages, liability or expense incurred without gross negligence or bad faith on its partthe part of the Trustee, as determined by a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder and the taking of any enforcement actions under the Collateral Documents, including the costs and expenses of investigating or defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations be secured by a Lien prior to that of the Company, the Trustee shall have a claim prior to the Securities Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for . (c) The obligations of the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration Company under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section 7.07 shall survive the termination satisfaction and discharge of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (96), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for(which for purposes of this Section shall include its officers, directors, employees and to agents) and hold it harmless against, from and against any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or the exercise or performance of its duties hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. In addition and without prejudice to the rights provided to the Trustee under any of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge provisions of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(89.01(d) or (9Section 9.01(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwilful misconduct; and (3c) to indemnify the Trustee and its directors, officers, agents, and employees for, and to hold it them harmless against, any and all loss, liability or expense incurred without loss, negligence or bad faith wilful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The obligations of the Company set forth in this Section shall survive the payment in full of all amounts due and owing hereunder and under the Securities, the termination and discharge of this Indenture or the earlier resignation or removal of the Trustee. When the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 501(8501(5) or and (96), the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal bankruptcy law or State bankruptcy, insolvency any similar federal or other similar foreign or domestic law; PROVIDED, HOWEVER, that to state law for the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions relief of this Section shall survive the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees:shall (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to its negligence the Trustee's negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, for and to hold it harmless from and against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of , except to the Company under this Section extent any such loss, liability or expense may be attributable to compensate the Trusteeits negligence, to pay willful misconduct or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenturebad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except such other than property and funds held in trust for under Section 703 (except as otherwise provided in Section 703). In addition and without prejudice to the payment rights provided to the Trustee under any of principal the provisions of (and premiumthis Indenture, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8801(d) or (9Section 801(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Company's obligations under this Section 907 and the lien referred to in this Section 907 shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations under Article Seven of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to result from its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (96), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company covenants and agrees: (1a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time reasonable compensation to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence expense, 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 the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The obligations of the Company under this Section Without prejudice to compensate the Trustee, any other rights available to pay or reimburse the Trustee for expensesunder applicable law, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(84.01(e) or (9)and Section 4.01(f) above, the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization, or other similar foreign or domestic law; PROVIDED, HOWEVER, that . The Trustee shall have a lien prior to the extent unpaid Securities upon all property and funds held or collected by it as such expensesfor any amount owing to it or any predecessor Trustee pursuant to this Section 5.07, they shall be paid as provided except with respect to funds held in Section 506trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the termination or resignation of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien for payment of the Trustee's fees and expenses prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on or Additional Amounts with respect to particular Securities. When the Trustee incurs expenses Debt Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: agrees (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9)7.01, the expenses (including the reasonable charges fees and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Eleven of this Section shall survive Indenture, the termination of this IndentureIndenture and the repayment of the Securities whether at the Stated Maturity or otherwise.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. When the Trustee incurs expenses Debt Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Each of the Company agrees: and the Guarantors, jointly and severally, agrees (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to have been caused by its negligence or bad faithwillful misconduct; and and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (95.01(f), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED. Notwithstanding any provisions of this Indenture, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination resignation or removal of the Trustee and any satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities Holders of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services Notwithstanding any provision in connection with an Event of Default specified in Section 501(8) or (9)this Indenture, the expenses (including the reasonable charges Trustee’s right to immunities and expenses protection from liability hereunder and its rights to payment of its counsel) of fees, expenses and indemnities shall survive its resignation or removal and the compensation for such services are intended final payment or defeasance of the Notes and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to constitute expenses of administration under any applicable Federal or State bankruptcyits directors, insolvency or other similar foreign or domestic law; PROVIDEDofficers, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506employees and agents. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee and its directors, officers, agents, attorneys and employees for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; provided, however, that: (i) while maintaining absolute control over its own defense, the Trustee shall cooperate and consult with the Company in preparing such defense; and (ii) while maintaining absolute control over its rights to the settlement of any claim, the Trustee shall consult with the Company with regard to any such settlement. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureCoupons.

Compensation and Reimbursement. The Company agreesand the Guarantor agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities Holders of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services Notwithstanding any provision in connection with an Event of Default specified in Section 501(8) or (9)this Indenture, the expenses (including the reasonable charges Trustee's right to immunities and expenses protection from liability hereunder and its rights to payment of its counsel) of fees, expenses and indemnities shall survive its resignation or removal and the compensation for such services are intended final payment or defeasance of the Notes and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to constitute expenses of administration under any applicable Federal or State bankruptcyits directors, insolvency or other similar foreign or domestic law; PROVIDEDofficers, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506employees and agents. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company covenants and agrees: (1a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time reasonable compensation to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence expense, 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 the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The obligations of the Company under this Section Without prejudice to compensate the Trustee, any other rights available to pay or reimburse the Trustee for expensesunder applicable law, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(84.01(e) or (9)and Section 4.01(f) above, the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar foreign or domestic law; PROVIDED, HOWEVER, that . The Trustee shall have a lien prior to the extent unpaid Securities upon all property and funds held or collected by it as such expensesfor any amount owing to it or any predecessor Trustee pursuant to this Section 5.07, they shall be paid as provided except with respect to funds held in Section 506trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the termination or resignation of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such 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); , as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee (2) including, without limitation, fees for extraordinary services rendered), and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ and the reimbursement of all extraordinary expenses incurred) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . The fees, charges and expenses specified herein are for the typical and customary services as trustee. Fees for additional or extraordinary services not now part of the customary services provided, such as special services during default or additional government reporting requirements will be charged at the then current rates for such services. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence 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 of investigating or defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations be secured by a lien prior to that of the Company, the Trustee shall have a claim prior to the Securities Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureBonds.

Compensation and Reimbursement. The Company agrees:shall (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to its negligence the Trustee's negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless from and against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of , except to the Company under this Section extent any such loss, liability or expense may be attributable to compensate the Trusteeits negligence, to pay willful misconduct or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenturebad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except such other than property and funds held in trust for under Section 703 (except as otherwise provided in Section 703). In addition and without prejudice to the payment rights provided to the Trustee under any of principal the provisions of (and premiumthis Indenture, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8801(d) or (9Section 801(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Company's obligations under this Section 907 and the lien referred to in this Section 907 shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations under Article Seven of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or enforcing this Indenture against the Company (including Section 607 hereof) and of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 607 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(9) or (910), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. Federal or State bankruptcy, Canadian federal or provincial insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Corporation agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Corporation and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim whether asserted by the Corporation, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of Except with respect to the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanyCollateral, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or collected by the Trustee as suchany predecessor trustee pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(85.1(8) or (9Section 5.1(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable costs, expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's willful misconduct, negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust hereunder, including the costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities Notes upon all Money and other property and funds held or collected by the Trustee as such, except funds Money and other property held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(6) or (9Section 501(7), the expenses (including the reasonable charges compensation, expenses and expenses disbursements of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign law. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or domestic law; PROVIDED, HOWEVER, that to reimburse the extent unpaid as such Trustee and each predecessor Trustee for expenses, they disbursements and advances shall be paid as provided in Section 506. The provisions of this Section constitute an additional obligation hereunder and shall survive the termination satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee and each predecessor Trustee.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9)8) of Section 601 of the Indenture, the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal Insolvency or State bankruptcyLiquidation Proceeding. For the purposes of this paragraph, “Insolvency or Liquidation Proceeding” means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar case or proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other similar foreign winding-up proceeding of such Person, whether voluntary or domestic law; PROVIDED, HOWEVER, that to involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the extent unpaid as benefit of creditors or any other marshaling of assets and liabilities of such expenses, they shall be paid as provided in Section 506Person. The provisions obligations of the Issuer under this Section 707 shall survive the termination satisfaction and discharge of this Indenture. To secure the Issuer’s payment obligations in this Section 707, 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.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence or bad faith willful misconduct on its each of their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company6.07, the Trustee shall have a claim lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on or any Additional Amounts with respect to particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) specified in clause (7) or (8) of Section 5.01 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such 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); (2) , as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence 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 of investigating or defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunderpremises. The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid Reliance on Officers' Certificate. Except as such expenses, they shall be paid as otherwise provided in Section 506. The 7.01, whenever in the administration of the provisions of this Section Indenture the Trustee shall survive deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the termination absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this IndentureIndenture upon the faith thereof. Disqualification; Conflicting Interests. If the Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Compensation and Reimbursement. The Company Company, as borrower, agrees: (1a) to pay to the Trustee or any successor Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee or any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(84.1(d) or (9Section 4.1(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that laws. The Trustee shall have a lien prior to the extent unpaid Debentures as such expenses, they shall be paid as provided in Section 506. The provisions of to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section shall survive 5.6, except with respect to funds held in trust for the termination benefit of this Indenturethe Holders of particular Debentures.

Compensation and Reimbursement. The Company agrees:and the Guarantor, jointly and severally agree (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense expense, including taxes (other than taxes based upon, 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 trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the Company, Company and Guarantor under this Section 9.07 the Trustee shall have a claim lien prior to the Securities Senior Notes for any amount owing to it or to any predecessor Trustee upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesSenior Notes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(88.01(5) or (9Section 8.01(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustees from time to time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its their gross negligence or bad faith; and (3) to indemnify the Trustee Trustees for, and to hold it them harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable attorneys' fees and other reasonable costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the TrusteeTrustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustee Trustees shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee Trustees shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee Trustees as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee Trustees incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (96), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Buyer agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3c) to indemnify the Trustee and each of its agents, officers, directors and employees (each an "INDEMNITEE") for, and to hold it harmless against, any loss, liability or expense (including attorneys fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee Buyer hereunder shall constitute additional indebtedness hereunder and shall survive hereunder. To secure the satisfaction and discharge of Buyer's payment obligations in this Indenture. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds other than money or property held in trust for the payment of principal of (and premium, if any) or interest on to pay particular Securities. The Buyer's payment obligations pursuant to this Section shall survive the termination of this Agreement. When the a Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(88.1(c) or (9)8.1(d) with respect to the Buyer, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenturebankruptcy laws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance Such additional indebtedness shall be a senior claim to that of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services Securities are intended hereby subordinated to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indentureeach senior claim.

Compensation and Reimbursement. The Company agrees: (1A) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2B) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3C) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, damage, cost or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.7 to compensate or indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as suchsuch or otherwise distributable to Holders of Securities, except funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(85.1(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.the

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself -44- against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (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 trustthe trust or trusts hereunder (whether asserted by the Company, a Holder or any other Person) including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8CLAUSE (5) or (9), the expenses (including the reasonable charges and expenses of its counsel6) of SECTION 5.01 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable Federal or State state bankruptcy, insolvency insolvency, reorganization or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section shall survive the termination of this Indenture.. 39

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and any predecessor trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (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 trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany under Section 607, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8clauses (g) or (9)h) of Section 501, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such its services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. Subject to certain conditions, and in consideration of your services hereunder, the Placement Agent will direct to you sales commissions and direct the Company to assign certain Shares to you as follows: 2.1 You will receive a selling commission in an amount equal to five percent (5%) of the purchase price of the Shares sold to Investors introduced by or through you and accepted by the Company (the "Cash Commissions"). In addition, the Placement Agent will instruct the Company to assign to you Shares equal to one percent (1%) of the number of Shares sold by or through you in the Offering (the Common stock, and together with the Cash Commissions, the “Dealer Compensation”). The Common stock will be in the form annexed hereto as Exhibit B . Additionally, you will be entitled to the cumulative amount incurred for any escrow agent and payment processing services charged by Prime Trust, LLC, Stripe Inc. and any other payment processor mutually agreed to by you and the Company. You may provide the Placement Agent and the Company agreesan invoice for such, which may be paid out of the Escrow Account (the “Reimbursements”). 2.2 Payment of the Dealer Compensation shall be subject to the following conditions: (1a) No Dealer Compensation will be payable with respect to pay any Subscription Agreements that are rejected by the Company or the Placement Agent, or if the Company terminates the Offering for any reason whatsoever. (b) No Dealer Compensation will be payable unless and until release to the Trustee Company of funds from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);Escrow Account, as applicable. (2c) except No Dealer Compensation will be payable to you with respect to any sale of the Shares by you unless and until such time as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by Company has received the Trustee in accordance with total proceeds of any provision of this Indenture (including such sale from the reasonable compensation Escrow Account and the Placement Agent has received the aggregate amount of sales commission. 2.3 All other expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or by you in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such your obligations of the Companyhereunder, the Trustee shall have a claim prior including, but not limited to, expenses related to the Securities upon all property Offering and funds held any attorneys' fees, shall be at your sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason unless otherwise agreed to by you and the Company or collected covered by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureReimbursements.

Compensation and Reimbursement. The Company Corporation agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Corporation and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, charge, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim whether asserted by the Corporation, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), ) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee in its individual capacity and each of its officers, directors, agents and counsel for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence or bad faith on its such Person's part, arising out of or in connection with the acceptance or administration of this trustIndenture or the performance of any of its powers and duties hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and complying with any process served upon the Trustee or any such other Person hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim Lien prior to the Securities upon with respect to all property Property and funds held or collected by the Trustee as suchhereunder for any amount owing to it pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(7) or (9Section 501(8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of Company's obligations under this Section 607 and any Lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to Article Twelve, any rejection or termination of the Indenture under any Federal or state bankruptcy, insolvency or other similar law or any other termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or enforcing the Indenture against the Company (including Section 607 hereof) and of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 607 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of performanceof such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(9) or (910), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. Federal or State bankruptcy, Canadian federal or provincial insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees:, (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances out-of-pocket expenses incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense incurred without negligence or negligence, bad faith or willful misconduct on its the Trustee’s part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, the Co-Issuer, a Parent Guarantor, a Subsidiary Guarantor, a Holder or any other Person) or liability in connection with the exercise exercise, enforcement (including this Section 707) or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8601(viii) or (9Section 601(ix), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The Company needs not pay for any settlement made without its consent. The provisions of this Section 707 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(6) or (97), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on particular Securities. When The obligations of the Company under this Section to compensate and indemnify the Trustee for expenses, disbursements and advances shall constitute additional indebtedness under this Indenture and shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and any rejection or termination of this Indenture under any applicable bankruptcy law. If the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(8501(7) or (9)8) has occurred, the those expenses (including the reasonable charges and expenses of its counselagents and attorneys) and its compensation for services shall be preferred over the status of the Holders in any reorganization or similar proceeding and the parties hereto, and the Holders, by their acceptance of the Securities, hereby agree that such expenses, compensation for such services and indemnity are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic bankruptcy law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(vi) or Section 501(vii), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyIssuer under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's willful misconduct, negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without willful misconduct, negligence or bad faith on its part, (i) arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 6.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall not be subordinated to the payment of Senior Indebtedness pursuant to Article XIV hereof and shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture or any other termination under any Insolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any other termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8paragraph (h) or (9), the expenses (including the reasonable charges and expenses of its counseli) of Section 5.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable Federal Insolvency or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees:shall (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance as may be attributable to its negligence the Trustee's negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless from and against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of , except to the Company under this Section extent any such loss, liability or expense may be attributable to compensate the Trusteeits negligence, to pay willful misconduct or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenturebad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except other than property and funds held in trust for under Section 703 (except as otherwise provided in Section 703). In addition and without prejudice to the payment rights provided to the Trustee under any of principal the provisions of (and premiumthis Indenture, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8801(d) or (9Section 801(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Company's obligations under this Section 907 and the lien referred to in this Section 907 shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations under Article Seven of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Subordinated Trustee for any series of Securities from time to time reasonable such compensation for all services rendered by it hereunder as the Issuer and the Subordinated Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Subordinated Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Subordinated Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faithwillful misconduct (as finally adjudicated in a non-appealable decision by a court of competent jurisdiction); and (3) to indemnify the such Subordinated Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without gross negligence or bad faith willful misconduct on its partpart (as finally adjudicated by a court of competent jurisdiction), arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of investigating or defending itself against any claim (whether assented to by the Issuer, any Holder or otherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyIssuer under this Section, the Subordinated Trustee for any series of Securities shall have a claim lien prior to the Securities upon all property and funds held or collected by the such Subordinated Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any, on) or interest interest, if any on particular Securities. When Without prejudice to any other rights available to the Subordinated Trustee under applicable law, when the Subordinated Trustee incurs expenses (including the reasonable fees and expense of its counsel) or renders services in connection with after an Event of Default specified in Section 501(8) or (9)5.01 occurs, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506Bankruptcy Law. The provisions rights of the Subordinated Trustee under this Section 6.07 shall survive the termination resignation or removal of the Subordinated Trustee, the payment in full of the Securities for which it is the Subordinated Trustee, the discharge of this Subordinated Indenture, and the termination hereof. All indemnifications and releases from liability granted hereunder to the Subordinated Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counselor attorneys), except any such expense, disbursement or advance as may be attributable to its negligence the negligence, willful misconduct or bad faith; andfaith of it or of its agents or attorneys; (3) to indemnify the Trustee forindemnify, defend and to hold it the Trustee harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents or attorneys) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection therewith or with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, ; (4) that the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When ; and (5) Without limiting any rights available to the Trustee under applicable law, that when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(4) or (9Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign law. 40 SECTION 608. Disqualification; Conflicting Interests. If the Trustee has or domestic law; PROVIDEDshall acquire a conflicting interest within the meaning of the Trust Indenture Act, HOWEVERthe Trustee shall either eliminate such interest or resign, that to the extent unpaid as such expensesand in the manner provided by, they shall be paid as provided in Section 506. The and subject to the provisions of this Section shall survive of, the termination of Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or by virtue of being a Trustee under this Indenture and under the Indenture dated as of October 20, 1995 between the Company and JPMorgan Chase Bank (successor to The Chase Manhattan Bank (National Association)), as Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) Guarantor covenants and agrees to pay to the Preferred Guarantor Trustee, and the Preferred Guarantor Trustee from time to time shall be entitled to, such 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); (2) , as the Guarantor and the Preferred Guarantor Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Preferred Guarantee Trustee, and, except as otherwise expressly provided herein, to the Guarantor will pay or reimburse the Preferred Guarantor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Preferred Guarantor Trustee in accordance with any provision of the provisions of this Indenture Preferred Securities Guarantee (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . The Guarantor also covenants to indemnify the Preferred Guarantor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, the part of the Preferred Guarantor Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or claims of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of premises. (and premium, if anyb) or interest on particular Securities. When the Preferred Guarantor Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(87.01(iv), (v) or (9)vi) of the Indenture occurs, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506successor statute. The provisions of this Section 3.04 shall survive the termination of this Indenturethe Preferred Securities Guarantee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9)Default, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When Without limiting any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as shall be agreed upon in writing by the Trustee and the Company (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; and (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel). The Parent Guarantor, except any such expensethe Company and the Guarantors shall indemnify, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify defend and hold the Trustee forand any predecessor Trustee (and their officers, directors, employees and to hold it agents) harmless for and against, any and all loss, liability liability, damages, claim or expense incurred without negligence expense, 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 the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Parent Guarantor, the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of Company need not reimburse any expense, disbursement or advance, and the Parent Guarantor, the Company under this Section to compensate and the Guarantors need not indemnify, defend or hold the Trustee or predecessor Trustee (or their officers, directors, employees or agents) harmless for and against any loss, liability, damages, claims or expenses incurred by the Trustee, to pay the extent such expense, disbursement, advance, loss, liability, damages, claims or reimburse expenses was proven to have been caused by the Trustee’s negligence or bad faith. The foregoing provisions shall be applicable to the Trustee for expenseswhen serving in its capacity as Trustee and when serving as Paying Agent, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of Security Registrar or in any other capacity under this Indenture. As security for the performance of such obligations of the Company, the The Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(85.01(7) or (95.01(8), the such expenses (including the reasonable charges fees and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506Bankruptcy Law. The provisions of this Section This section shall survive the termination discharge of this Indenturethe Indenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees:and the Guarantors, jointly and severally, agree (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to fully indemnify the Trustee and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or bad faith willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany and the Guarantors under this Section, the Trustee shall have a claim lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interests on particular or any Additional Amounts with respect to the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9)Default, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as may be agreed upon by the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the 40 49 Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee in its individual capacity and as Trustee, and each of its officers, directors, attorneys-in-fact and agents for, and to hold it harmless against, any loss, claim, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Such lien shall survive the satisfaction and discharge of this Indenture and any rejection or termination of this Indenture under any federal or state bankruptcy law. If the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(8501(5) or (9)6) has occurred, the those expenses (including the reasonable charges and expenses of its agents, attorney and counsel) and its compensation for services shall be preferred over the status of the Holders in any reorganization or similar proceeding and the parties hereto, and the Holders, by their acceptance of the Securities, hereby agree that such expenses, compensation for such services are intended to and indemnity shall constitute expenses of administration under any applicable Federal reorganization, bankruptcy or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees: (1a) to pay to the Trustee or any successor Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for 45 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee or any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(84.1(d) or (9Section 4.1(e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that laws. The Trustee shall have a lien prior to the extent unpaid Debentures as such expensesto all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 5.6, they shall be paid as provided except with respect to funds held in Section 506trust for the benefit of the Holders of particular Debentures. The provisions of this Section 5.6 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses (including without limitation reasonable attorneys' fees and costs) of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506coupons. The provisions of this Section shall survive the termination of this IndentureIndenture (and shall survive the resignation or removal of the Trustee pursuant to Section 608).

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and any predecessor trustee for, and to hold it harmless harmniess against, any and all loss, liability liability, damage, claim or expense expense, including taxes (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 trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such the obligations of the CompanyCompany under Section 607, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8clauses (g) or (9)h) of Section 501, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such its services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the -61- reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's willful misconduct, negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without willful misconduct, negligence or bad faith on its part, (i) arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 6.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall not be subordinated to the payment of Senior Indebtedness pursuant to Article XIV hereof and shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture or any other termination under any Insolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any other termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8paragraph (h) or (9), the expenses (including the reasonable charges and expenses of its counseli) of Section 5.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable Federal Insolvency or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(7) or (9)8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesIssuer, the Guarantor and the Company, jointly and severally, agree: (1a) to pay to the Trustee from time to time reasonable time, and the Trustee shall be entitled to, compensation and as agreed to in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to indemnify each of the Trustee (including its officers, agents, and employees) and any predecessor Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with determined to have been caused by the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Sections 7.01(h) or 7.01(i), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesthe services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indentureinsolvency or other similar law. As security for the performance of such the obligations of the CompanyIssuer under this Section 8.06, the Trustee shall have a claim lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (including the Redemption Price or Designated Event Repurchase Price upon redemption or repurchase pursuant to Article 3 and premium, if anyArticle 4) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506Notes. The provisions of this Section 8.06 shall survive the termination or satisfaction and discharge of this Indenture, the payment or exchange of the Notes, and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Debenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Debenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Debenture Trustee in accordance with any provision of this Exchange Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Debenture Trustee or any predecessor Debenture Trustee and its agents for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Debenture Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Debenture Trustee, to pay or reimburse the Debenture Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Debenture Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Exchange Indenture. As security for the performance of such obligations of the Company, the Debenture Trustee shall have a claim prior to the Securities Exchange Debentures upon all property and funds held or collected by the Debenture Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular SecuritiesExchange Debentures. When the Debenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9Section 501(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation of the Debenture Trustee for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Exchange Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 607 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance Such additional indebtedness shall be a senior claim to that of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities, and the Securities are hereby subordinated to such senior claim. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee reasonably incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9501(6), the expenses (including the reasonable charges and expenses of its counselcounsel and agents) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, against any and all loss, liability liability, damage, claim or expense expense, including taxes (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 trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section shall not be subordinated to compensate the Trusteepayment of Senior Indebtedness pursuant to ARTICLE FIFTEEN hereof, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As as security for the performance of such obligations of the Companyobligations, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8CLAUSE (5) or (9), the expenses (including the reasonable charges and expenses of its counsel6) of SECTION 5.01 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable Federal or State state bankruptcy, insolvency insolvency, reorganization or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506laws. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing from time to time between the Company, the Guarantor and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee and its agents for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense asserted by any Person (including reasonable legal fees and expenses), incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon and the Guarantees as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefits of principal Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(4) or (9Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions provision of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustees from time to time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its their negligence or bad faith; and (3) to indemnify the Trustee Trustees for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable attorneys' fees and other reasonable costs and expenses of investigating or defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company under this Section to compensate the TrusteeTrustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustee Trustees shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee Trustees shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee Trustees as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee Trustees incurs expenses or renders services in connection with an Event of Default specified in Section 501(85.01(7) or (9)8), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal U.S. or State Canadian federal, state or provincial bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustee Trustee, or any predecessor Trustee, for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing from time to time between the Company and the Trustee 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)hereunder; (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (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 trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim claim, whether asserted by the Company, or any Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability, damage, claim or expense was due to the Trustee's negligence or bad faith. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders tenders services in connection with an Event of Default specified in Section 501(85.1(e) or (9Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantors, jointly and severally, agree: (1) to pay to the Trustee such compensation as from time to time reasonable compensation agreed in writing with the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; andfaith or willful misconduct; (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The ; (4) to secure the Company's obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim lien prior to the Securities Senior Notes upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (and premium, if any) or interest (including any Additional Interest) on particular Securities. When Senior Notes; (5) when the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 501(8) or (95.1(g), the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under the Bankruptcy Code or any applicable Federal similar federal or State bankruptcy, insolvency or other similar foreign or domestic lawstate law for the relief of debtors; PROVIDED, HOWEVER, and (6) that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section 6.7 shall survive the termination of this IndentureIndenture or the appointment of a successor trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee may agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's willful misconduct, negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, claim damage or expense incurred without willful misconduct or negligence or bad faith on its part, (i) arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this IndentureIndenture or any other termination under any Insolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any other termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(8paragraph (h) or (9), the expenses (including the reasonable charges and expenses of its counseli) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable Federal Insolvency or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this IndentureLiquidation Proceeding.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, accountants, experts and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee and each of its officers, directors, employees, attorneys-in-fact and agents for, and to hold it harmless against, any claim, demand, loss, liability or expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee's agents and counsel) incurred without gross negligence or bad faith on its part, arising out of or in connection with the offering and sale of the Notes, or the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and enforcing this indemnification provision. The obligations of the Company Issuer under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the CompanyIssuer, the Trustee shall have a claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the resignation or removal of the Trustee or the termination or discharge of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counselor attorneys), except any such expense, disbursement or advance as may be attributable to its negligence the negligence, willful misconduct or bad faith; andfaith of it or of its agents or attorneys; (3) to indemnify the Trustee forindemnify, defend and to hold it the Trustee harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents or attorneys) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of investigating or defending itself against any claim or liability in connection therewith or with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, ; (4) that the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When ; and (5) without limiting any rights available to the Trustee under applicable law, that when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(4) or (9Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign law. SECTION 608. Disqualification; Conflicting Interests. If the Trustee has or domestic law; PROVIDEDshall acquire a conflicting interest within the meaning of the Trust Indenture Act, HOWEVERthe Trustee shall either eliminate such interest or resign, that to the extent unpaid as such expensesand in the manner provided by, they shall be paid as provided in Section 506. The and subject to the provisions of this Section shall survive of, the termination of Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a Trustee under this Indenture with respect to Securities of more than one series or by virtue of being a Trustee under this Indenture and under the Indenture dated as of October 20, 1995 between the Company and JPMorgan Chase Bank (successor to The Chase Manhattan Bank (National Association)), as Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8) or (9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDEDprovided, HOWEVERhowever, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company covenants and agrees: (1a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time reasonable compensation to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence expense, 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 the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The obligations of the Company under this Section Without prejudice to compensate the Trustee, any other rights available to pay or reimburse the Trustee for expensesunder applicable law, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(84.01(f) or (9)and Section 4.01(g) above, the such expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization, or other similar foreign or domestic law; PROVIDED, HOWEVER, that . The Trustee shall have a lien prior to the extent unpaid Securities upon all property and funds held or collected by it as such expensesfor any amount owing to it or any predecessor Trustee pursuant to this Section 5.07, they shall be paid as provided except with respect to funds held in Section 506trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the termination or resignation of the Trustee.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder and under the Security Documents (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or the Security Documents (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustIndenture or the Security Documents, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder. The Trustee shall notify the Company promptly of any claim asserted against it for which it may seek indemnity. As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim Lien prior to the Securities upon on all property properties and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When If the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(88.1(vii) or (9)viii) occurs, the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency Bankruptcy Law or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions Company's obligations under this Section 9.7 and any Lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Articles IV or XII of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Company and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim whether asserted by the Company, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time reasonable shall be entitled to, such 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); (2) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation fees and the expenses and disbursements of its agents counsel and counselof all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) faith and except as the Company and Trustee may from time to time agree in writing. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence 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 reasonable costs and expenses of investigating or defending itself against any claim of liability in the premises (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. , or in connection with enforcing the provisions of this Section. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. (c) To ensure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(86.01(a)(4) or (95), the expenses (including the reasonable charges fees and expenses of its counsel) of and the compensation for such services in connection therewith are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic bankruptcy law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section 7.06 shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustee Trustee, or any predecessor Trustee, for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(8501(5) or (9Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of investigating or defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(87.01(iv) or (9v), the expenses (including the reasonable charges fees and expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent unpaid as such expenses, they shall be paid as provided in Section 506. The provisions obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Eleven of this Section shall survive Indenture and the termination of this IndentureIndenture and the repayment of the Securities whether at the Stated Maturity or otherwise.