Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 shall be determined to have been caused by the Trustee’s own negligence, willful misconduct or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Each of the Issuer agreesand the Parent G▇▇▇▇▇▇▇▇ agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 to the extent any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their respective officers, employees and agents directors for, and to defend and hold them harmless against, any and all loss, liability, damageclaim, claim damage or expense (including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them), 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 costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability, claim, damage or expense may be attributable to its negligence or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations under this Section 607, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property collected or held in trust for the benefit of the Holders of particular Securities. The Such lien and the obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination resignation and removal of the Trustee and the satisfaction and discharge of this Indenture or Indenture. The indemnity contained herein shall survive the earlier resignation or removal of the TrusteeTrustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee Trustees from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee 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 shall may be determined attributable to have been caused by the U.S. Trustee’s own negligence, willful misconduct 's gross negligence or bad faithfaith or the Canadian Trustee's gross negligence or willful misconduct, respectively; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustees for, and to hold them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct gross negligence or bad faith on the part of any the U.S. Trustee, or gross negligence or willful misconduct on the part of themthe Canadian Trustee, respectively, 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Company under this Section 607 6.07 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 hereunderhereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. As security for the performance of such obligations of the IssuerCompany, 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 of, premium (and premium, if any, on) or interest (if any) on particular Securities. When the Trustee incurs Trustees incur expenses or renders render services in connection with an Event of Default specified in Section 501(9clause (5) or (10)6) of Section 5.01, 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 United States or Canadian federal, state or foreign provincial bankruptcy, insolvency or other similar law. The provisions of this Section 607 6.07 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee for all services rendered by it hereunder under this Indenture (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 hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements 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 disbursement, or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their officers, agents, directors and employees and agents for, and to hold them harmless against, any and all loss, damage, claim, liability, damageor expense, claim or expense including fees and expenses of counsel and including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of the trust or trusts under this trustIndenture, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 to compensate Indenture, or in connection with enforcing the Trustee, to pay or reimburse provisions of this Section. To secure the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for the performance of such Company’s obligations of the Issuerunder this Section, the Trustee shall have a claim lien prior to the Securities 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, on) or interest on particular Securities. When , and the claims of the Trustee under this Section shall not be subject to the provisions of Article XIV; In addition to, and without prejudice to its other rights under this Indenture, 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(95.1(1) or (102), 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable federal, state similar Federal or foreign bankruptcy, insolvency or other similar law. State law for the relief of debtors; and The provisions of this Section 607 6.7 shall survive the termination satisfaction and discharge of this Indenture or the earlier Indenture, the resignation or removal of the TrusteeTrustee and the termination for any reason of this Indenture.

Compensation and Reimbursement. The Issuer Guarantor agrees: (1a) to pay to the Guarantee Trustee from time to time such reasonable compensation as the Guarantor and the Guarantee Trustee shall be agreed from time to time agree in writing between the Issuer 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 Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Guarantee Trustee and any predecessor trustee and its directors, officers, employees and agents Guarantee Trustee for, and to hold them it harmless from and against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon the income of the Guarantee Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or of the administration of this trustGuarantee Agreement, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerGuarantor under this Section, the Guarantee Trustee shall have a claim lien prior to the Preferred Securities upon all the property and funds held or collected by the Guarantee Trustee as such, except funds held in trust for the payment of principal of of, and premium (and premium, if any, on) or interest on on, particular Securities. When obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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 Guarantor under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawthis Guarantee Agreement. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeGuarantee Agreement.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee for all services rendered by it hereunder under this Indenture (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 hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements 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 disbursement, or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their officers, agents, directors and employees and agents for, and to hold them harmless against, any and all loss, damage, claim, liability, damageor expense, claim or expense including fees and expenses of counsel and including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of the trust or trusts under this trustIndenture, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 to compensate Indenture, or in connection with enforcing the Trustee, to pay or reimburse provisions of this Section. To secure the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for the performance of such Company’s obligations of the Issuerunder this Section, the Trustee shall have a claim lien prior to the Securities 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, on) or interest on particular Securities. When ; In addition to, and without prejudice to its other rights under this Indenture, 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(95.1(1) or (102), 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable federal, state similar Federal or foreign bankruptcy, insolvency or other similar law. State law for the relief of debtors; and The provisions of this Section 607 6.7 shall survive the termination satisfaction and discharge of this Indenture or the earlier Indenture, the resignation or removal of the TrusteeTrustee and the termination for any reason of this Indenture.

Compensation and Reimbursement. The Issuer Corporation agrees: (1a) to pay to the Trustee Agent from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee Agent and any predecessor trustee and its directors, officers, employees and agents Agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trustAgreement and its duties hereunder, including the costs and expenses of defending itself against or themselves against investigating any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Corporation under this Section 607 to compensate and indemnify the Trustee, Agent and any predecessor Agent and to pay or reimburse the Trustee Agent and any predecessor Agent for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for hereunder and shall survive the performance resignation or removal of such obligations Agent or predecessor Agent or the termination hereof or any Purchase Contract. Such additional indebtedness shall be a senior claim to that of the Issuer, the Trustee shall have a claim prior to the Securities Units upon all property and funds held or collected by the Trustee Agent as such, except funds held in trust for the payment benefit of principal the Holders of (and premiumparticular Units, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for Units are hereby subordinated to such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteesenior claim.

Compensation and Reimbursement. The Issuer agrees: (1a) to pay to the Trustee (in any capacity hereunder) and the Collateral Agent from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee and/or the Collateral Agent for all services rendered by it each of the Trustee and Collateral Agent 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 Collateral Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or Collateral Agent in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their respective agents and counselcounsel for each), except any such expense, disbursement or advance as shall be determined to have been caused by the TrusteeTrustee or Collateral Agent’s own negligence, gross negligence or willful misconduct or bad faith(as determined by a court of competent jurisdiction in a final, non-appealable order); and (3c) to fully indemnify each of the Trustee (in any capacity hereunder) and Collateral Agent and any predecessor trustee and its their respective directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes Taxes (other than taxes Taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Personperson) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, including the enforcement of any of its rights hereunder. The obligations of the Issuer under this Section 607 hereunder to compensate the TrusteeTrustee and Collateral Agent, to pay or reimburse the Trustee and Collateral Agent for expenses, disbursements and advances and to indemnify and hold harmless the Trustee and Collateral Agent shall constitute additional indebtedness hereunder. As security for the performance of such obligations of the Issuer, the Trustee and Collateral Agent 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 and Collateral Agent incur expenses or renders render services in connection with an Event of Default specified in Section 501(95.01(i) or (105.01(j), the expenses (including the reasonable charges and expenses of its their agents and counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 Article 6 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agrees:Issuers agree (1) to pay to the Trustee from time to time such compensation as the Issuers and Trustee shall be agreed agree in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its officers, directors, officers, agents and employees and agents for, and to hold them it harmless against, any and all losslosses, liabilityliabilities, damagedamages, claim claims or expense expenses including taxes (other than taxes based on upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a GuarantorIssuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the Issuer, Issuers 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 premium, if any, on) 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(9501(5) or (10Section 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, state Federal or foreign State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer Guarantor agrees: (1a) to pay to the Guarantee Trustee from time to time such reasonable compensation as the Guarantor and the Guarantee Trustee shall be agreed from time to time agree in writing between the Issuer 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 Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Guarantee Trustee and any predecessor trustee and its directors, officers, employees and agents Guarantee Trustee for, and to hold them it harmless from and against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon the income of the Guarantee Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance of the trusts created by, or the administration of of, this trustGuarantee Agreement, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerGuarantor under this Section, the Guarantee Trustee shall have a claim lien prior to the Preferred Trust Securities upon all the property and funds held or collected by the Guarantee Trustee as such, except funds held in trust for the payment of principal of of, and premium (and premium, if any, on) or interest on on, particular Securities. When obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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 Guarantor under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawthis Guarantee Agreement. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeGuarantee Agreement.

Compensation and Reimbursement. The Issuer agreesIssuers agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerIssuers 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, on) premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When To the extent permitted by law, any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in or pursuant to Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable federal, state bankruptcy or foreign bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.7 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.7. The provisions of this Section 607 6.7 shall survive the termination satisfaction and discharge of this Indenture or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. (a) The Issuer agreesCompany and the Subsidiary Guarantors jointly and severally agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 shall be determined to have been caused by the Trustee’s its own negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a the Subsidiary Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. . (b) As security for the performance of such the obligations of the IssuerCompany and the Subsidiary Guarantors under this Section, 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, on) or interest interest, if any, on particular Securities. Securities or any coupons. (c) When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(9clause (5) or (10)6) of Subsection 501(a) 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeBankruptcy Law.

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 to the extent any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their respective officers, employees and agents directors for, and to defend and hold them harmless against, any and all loss, liability, damageclaim, claim damage or expense (including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them), 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 costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability, claim, damage or expense may be attributable to its negligence or willful misconduct; To ensure the Issuer’s payment obligations under this Section 607, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property collected or held in trust for the benefit of the Holders of particular Securities. The Such lien and the obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination resignation and removal of the Trustee and the satisfaction and discharge of this Indenture or Indenture. The indemnity contained herein shall survive the earlier resignation or removal of the TrusteeTrustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. The Each of the Issuer agreesand the Parent ▇▇▇▇▇▇▇▇▇ agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 to the extent any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their respective officers, employees and agents directors for, and to defend and hold them harmless against, any and all loss, liability, damageclaim, claim damage or expense (including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes (other than withholding, backup withholding or taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them), 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 costs and expenses of enforcing this Indenture (including this Section 607(3)) and defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability, claim, damage or expense may be attributable to its negligence or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations under this Section 607, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property collected or held in trust for the benefit of the Holders of particular Securities. The Such lien and the obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination resignation and removal of the Trustee and the satisfaction and discharge of this Indenture or Indenture. The indemnity contained herein shall survive the earlier resignation or removal of the TrusteeTrustee and the final payment in full of the Securities, and termination of this Indenture.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The To ensure the performance of the obligations of the Issuer 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. As security for the performance of such obligations of the Issuersection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The (a) Each of the Issuer and the Guarantor jointly and severally agrees: (1i) to pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuer and the Trustee from time to time 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; (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 to the extent that any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3iii) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, officers, employees and their agents for, and to hold them it harmless against, any and all loss, liability, damagedamages, claim claims or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. , except to the extent that any such loss, liability or expense may be attributable to its negligence or willful misconduct. (b) The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, the Trustee shall have a claim lien prior to the Holders of Securities upon all property and of any series to payment of amounts due it under this Section 6.7 from funds held or collected by the Trustee as suchhereunder. “Trustee” for purposes hereof includes any predecessor Trustee, except funds held in trust for but the payment negligence or bad faith of principal any Trustee shall not affect the rights of (and premium, if any, on) or interest on particular Securities. When the any other Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteehereunder.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by the Trustee hereunder as shall be agreed in writing between the Issuer 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themincurred, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation for its acceptance of this Indenture and for its services hereunder as shall be agreed Trustee, Paying Agent, Registrar and in writing between all other capacities in which it is serving hereunder as the Issuer Company and the Trustee for all services rendered by it hereunder shall from time to time agree 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 out-of-pocket 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 shall may be determined attributable to have been caused by the Trustee’s own its negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its their agents, directors, officers, employees and agents officers for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or out-of-pocket expense (including the reasonable compensation, expenses and disbursements of its agents and counsel and including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee)) incurred without negligence, bad faith or willful misconduct on its or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their the Trustee’s powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerCompany under this Section, the Trustee shall have a claim lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as suchin such capacity, except funds held in trust for the payment of principal of (and of, premium, if any, on) or interest interest, if any, on particular SecuritiesNotes. When If the Trustee incurs expenses or renders services in connection with after the occurrence and during the continuance of an Event of Default specified in Section 501(9) or (10)Default, 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 Title 11 of the United States Bankruptcy Code or any applicable federal, federal or state or foreign bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 607 8.7 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeTrustee and the termination of this Indenture.

Compensation and Reimbursement. The Issuer agreesCompany and the Subsidiary Guarantors, jointly and severally, agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 out-of-pocket 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 shall be determined to have been caused by the Trustee’s its own negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damageclaim, claim damage or expense reasonable out-of-pocket expenses, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (regardless of whether the claim is asserted by the IssuerCompany, a Subsidiary Guarantor, a Holder or any other Person) Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Company under this Section 607 to compensate the Trustee, to pay or reimburse the Trustee for reasonable out-of-pocket expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderhereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of such obligations of the IssuerCompany, 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, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10501(6), 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, state or foreign bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier and resignation or removal of the Trustee.

Compensation and Reimbursement. 6.7.1 The Issuer agrees: (1) Company and the Guarantor, jointly and severally, agree to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee 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) 6.7.2 The Company and the Guarantor, jointly and severally, agree except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and documented 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 shall may be determined attributable to have been caused by its negligence or willful misconduct. 6.7.3 The Company and the Trustee’s own negligenceGuarantor, willful misconduct or bad faith; and (3) jointly and severally, agree to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all losslosses, liabilityliabilities, damagedamages, claim claims or expense including taxes (other than taxes based on the income of the Trustee) expenses incurred without negligence, negligence or willful misconduct or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Company or the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 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 5.1.7, the expenses (including the reasonable and documented charges and expenses of its counsel) and the compensation for expenses, disbursements and advances and the services are intended to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderexpenses of administration under any applicable Bankruptcy Law. As security for the performance of such the obligations of the IssuerCompany and the Guarantor under this Section 6.7.3, the Trustee shall have a claim prior to the Securities of a 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 premium, if any, on) or interest on particular such Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 6.7.3 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeTrustee and the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Issuer agreesIssuers and the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The To ensure the performance of the obligations of the Issuer Issuers or the Guarantor 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. As security for the performance of such obligations of the IssuerSection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities. When Section 608. Disqualification; Conflicting Interests. Trustee shall comply with the Trustee incurs expenses or renders services in connection with an Event terms of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel310(b) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawTrust Indenture Act. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal 310 of the TrusteeTrust Indenture Act shall apply to the Issuers and the Guarantor as obligors of the Securities.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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, on) 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(9501(5) or (10Section 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, state Federal or foreign State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee (acting in any capacity hereunder) from time to time such compensation as shall be agreed in writing between the Issuer 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 (acting in any capacity hereunder) in accordance with any provision of this Indenture (including the reasonable and documented compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s own negligence, willful misconduct or bad faith; and (3) to fully indemnify each of the Trustee and (acting in any predecessor trustee and capacity hereunder) its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on the part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or of liability in connection with the exercise or performance of any of its or their powers or duties hereunderpremises. The obligations of the Issuer under this Section 607 hereunder 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. As security for the performance of such obligations of the Issuer, 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, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(95.01(4) or (105), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 Article VI shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agrees: Company will (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall will not be limited by to 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 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 disbursement, or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and and (3c) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, officers, employees and their agents for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on the its part of any of them, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 9.06, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(98.01(vi) or (10Section 8.01(vii), 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer agreesIssuers agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Issuers 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 or other Note Document (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s its own negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee (and its each of their officers, directors, officersemployees, employees counsel and agents agents) for, and to hold them it harmless against, any and all loss, liability, damageclaim, claim damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trust, trust and the performance of its duties under this Indenture and the Note Documents including the costs and expenses of defending itself or themselves against any claim (regardless of whether the claim is asserted by the IssuerIssuers, a Guarantor, a Holder or any other Person) Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Issuers 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 hereunderhereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of such obligations of the IssuerIssuers, 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 (and premium, if any, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (105.01(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, state Federal or foreign State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantor (without duplication) each agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee shall from time to time agree to in writing 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liabilitydamages, damageclaims, claim liability or expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred ), in- curred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the IssuerCompany, a the Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, damages, claims, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany and the Guarantor 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 (of, and premium, if any, on) premium or interest on particular or any Additional Amounts with respect to Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Guarantor agrees: (1a) to pay to the Guarantee Trustee from time to time such reasonable compensation as the Guarantor and the Guarantee Trustee shall be agreed from time to time agree in writing between the Issuer 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 Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Guarantee Trustee and any predecessor trustee and its directors, officers, employees and agents Guarantee Trustee for, and to hold them it harmless from and against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon the income of the Guarantee Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance of the trusts created by, or the administration of of, this trustGuarantee Agreement, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerGuarantor under this Section, the Guarantee Trustee shall have a claim lien prior to the Capital Securities upon all the property and funds held or collected by the Guarantee Trustee as such, except funds held in trust for the payment of principal of of, and premium (and premium, if any, on) or interest on on, particular Securities. When obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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 Guarantor under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawthis Guarantee Agreement. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeGuarantee Agreement.

Compensation and Reimbursement. The Issuer (a) Each of the Issuers agrees: (1i) to pay to the Trustee from time to time in Dollars such compensation as shall be agreed to from time to time in writing between the Issuer Issuers 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); (2ii) 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 Supplemental Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3iii) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directors, officers, employees and their agents in Dollars for, and to hold them it harmless against, any and all loss, liability, damage, claim or expense expense, including taxes (other than taxes based on upon, or measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the IssuerIssuers, a Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , or in connection with enforcing the provisions of the Issuer 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. Section. (b) As security for the performance of such the obligations of the IssuerIssuers under this Section, 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 (and of, premium, if any, onor interest, if any, on the Notes. (c) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(95.01(g) or (10and Section 5.01(h), 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeSupplemental Indenture.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services as shall be agreed in writing between the Issuer Company and the Trustee for all services rendered by it hereunder shall from time to time 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 Trustee upon its request for all reasonable documented 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on the its part (as determined by a court of any of themcompetent jurisdiction, in a non-appealable judgment), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , but excluding any taxes based on the income of the Issuer under this Section 607 to compensate the Trustee, and the costs and expenses (including attorneys’ fees and expenses and court costs) incurred in connection with any action to pay or reimburse enforce the Trustee’s right to indemnification. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(4) or Section 4.1(5) hereof occurs, the expenses and the compensation for expensesthe services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any applicable bankruptcy, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderinsolvency, reorganization or similar law. As security for the performance of such the obligations of the IssuerCompany under this Section, the Trustee shall have a claim lien for payment of the Trustee’s fees and expenses 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 premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuer agrees: (1i) to pay to the Trustee from time to time such compensation on each Payment Date reasonable compensation, as shall be agreed set forth in writing between the Issuer and the Trustee a separate fee schedule, 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 (in each of its capacities) in a timely manner 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 other Transaction Document (including including, without limitation, any costs related to FATCA compliance, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own its negligence, willful misconduct or bad faith; and) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to fully indemnify the Bank, the Custodian and the Trustee (in each of the Trustee and any predecessor trustee its capacities) and its officers, directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense (including taxes (other than taxes based on the income reasonable attorney’s fees and expenses and fees and expenses of the Trusteeits experts) incurred without negligence, willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself or themselves (including reasonable attorney’s fees and costs) against any claim (whether asserted brought by or involving the Issuer, a Guarantor, a Holder Issuer or any other Personthird party) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. hereunder and under any other agreement or instrument related hereto and of enforcing this Indenture and the other Transaction Documents (including any indemnification rights hereunder and thereunder); and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees and expenses) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The obligations Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture or in any of the Issuer under this Section 607 Transaction Documents to compensate the Trustee, to pay or reimburse which the Trustee for expensesis a party only as provided in Sections 11.1(a)(i), disbursements (ii) and advances and (iii) but only to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security extent that funds are available for the performance of such obligations of the Issuerpayment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Noteholders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If, on any date when a claim prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture, insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) The Trustee hereby agrees not to cause the filing against the Issuer or any of (its subsidiaries, of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year and premiumone day, or, if anylonger, onthe applicable preference period then in effect and one day, after the payment in full of all Notes issued under this Indenture. (d) The Issuer’s payment obligations to the Trustee under this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and shall survive the discharge of this Indenture and the resignation or interest on particular Securitiesremoval of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 501(95.1(d) or (10Section 5.1(e), 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 the Bankruptcy Code or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 shall be determined to have been caused by the Trustee’s own negligence, willful misconduct or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such SUCH COMPENSATION AS THE COMPANY AND THE TRUSTEE SHALL FROM TIME TO TIME AGREE IN WRITING compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it the Trustee hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to regarding 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 expenses and disbursements of its agents and counselcounsel and other persons not regularly in its employ), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee and any predecessor trustee and its officers, directors, officers, employees and agents and any predecessor Trustee for, and to defend and hold them it and its officers, directors, employees and agents harmless against, any and all loss, liability, damageclaim, claim damage or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties under this trustIndenture, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 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(f) or Section 501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for expensesservices 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 hereunderinsolvency or other similar law. As security for the performance of such the obligations of the IssuerIssuer 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 interest, principal, premium, if any, on) or interest other sums payable on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Issuer Borrower agrees: (1i) to pay to each of the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Loan Agent and the Trustee Collateral Agent on each Payment Date, in accordance with the Priority of Payments, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law as set forth in regard to the compensation of a trustee of an express trust)Section 2.2 hereof; (2ii) except as otherwise expressly provided hereinherein and subject to the Priority of Payments, to reimburse each of the Trustee Agents (subject to any written agreement between the Borrower and the applicable Agent) in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee such Agent in accordance with any provision of this Indenture Agreement or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Agents pursuant to this Agreement or the Indenture, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trusteeapplicable Agent’s own gross negligence, willful misconduct or bad faith) but with, in the case of the Collateral Agent, respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Agent’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager in writing; and (3iii) to fully indemnify each of the Trustee and any predecessor trustee Agents and its respective officers, directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or expense (including taxes (other than taxes based on the income reasonable fees and expenses of the Trusteeagents and attorneys) incurred without gross negligence, willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance acting or administration of this trustserving as an Agent hereunder, including the costs and expenses of defending itself or themselves (including reasonable fees and costs of agents and attorneys) against any claim (whether asserted brought by or involving the Issuer, a Guarantor, a Holder Borrower or any other Personthird party) or liability in connection with the administration, exercise or performance of any of its or their powers or duties hereunder and any other agreement or instrument related hereto and of enforcing this Agreement and any indemnification rights hereunder. This Section 7.8 shall survive the termination of this Agreement or the removal or resignation of the applicable Agent. (b) The Agents hereby agree not to cause the filing of a petition in bankruptcy against either of the Borrowers for the non-payment to the Agents of any amounts provided by this Section 7.8 until at least one year and one day, or, if longer, the applicable preference period then in effect, plus one day, after the payment in full of all Debt issued under the Indenture and incurred under this Agreement. Nothing in this Section 7.8 shall preclude, or be deemed to stop, the Agents (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by either of the Borrowers or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the applicable Agent, or (ii) from commencing against either of the Borrowers or any of their properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding. This Section 7.8(b) shall survive the termination of this Agreement or the removal or resignation of the applicable Agent. (c) Each of the Agents acknowledges that all payments payable to it under this Agreement shall be subject to the Priority of Payments in the Indenture and payable as Administrative Expenses. If, on any date when any amount shall be payable to the Agents pursuant to this Agreement, insufficient funds are available for the payment thereof, any portion of a fee or expense not so paid shall be deferred and payable on such later date on which a fee or expense shall be payable and sufficient funds are available. Following realization of the Assets and distribution of proceeds in the manner provided in the Priority of Payments in the Indenture, any obligations of either of the Issuer Borrowers and any claims of the Agents against either of the Borrowers shall be extinguished and shall not thereafter revive. This Section 7.8(c) shall survive the termination of this Agreement or the removal or resignation or the applicable Agent. (d) In no event shall the Agents be liable for special, indirect, punitive or consequential loss or damage (including but not limited to lost profits or diminution in value) even if the Agents have been advised of the likelihood of such damages and regardless of the form of action. (e) The Borrowers’ payment obligations to each of the Agents under this Section 607 to compensate 7.8 shall be secured by the Trusteelien of the Indenture, to pay and shall survive the termination of this Agreement, and the resignation or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for the performance removal of such obligations of the IssuerAgent, 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 Securitiesapplicable. When the Trustee either Agent incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 501(95.1(e) or (10)Section 5.1(f) of the Indenture, 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 the Bankruptcy Code or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Company agrees: (1a) to pay to the Trustee Agent from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee Agent and any predecessor trustee and its directors, officers, employees and agents Agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trustAgreement and its duties hereunder, including the costs and expenses of defending itself against or themselves against investigating any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Company under this Section 607 to compensate and indemnify the Trustee, Agent and any predecessor Agent and to pay or reimburse the Trustee Agent and any predecessor Agent for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for hereunder and shall survive the performance resignation or removal of such obligations Agent or predecessor Agent or the termination hereof or any Purchase Contract. Such additional indebtedness shall be a senior claim to that of the Issuer, the Trustee shall have a claim prior to the Securities Units upon all property and funds held or collected by the Trustee Agent as such, except funds held in trust for the payment benefit of principal the Holders of (and premiumparticular Units, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for Units are hereby subordinated to such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteesenior claim.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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, on) 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(9501(5) or (10Section 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, state Federal or foreign State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Guarantor agrees: (1a) to pay to the Guarantee Trustee from time to time such reasonable compensation as the Guarantor and the Guarantee Trustee shall be agreed from time to time agree in writing between the Issuer 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 Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Guarantee Trustee and any predecessor trustee and its directors, officers, employees and agents Guarantee Trustee for, and to hold them it harmless from and against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon the income of the Guarantee Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance of the trust created by, or the administration of of, this trustGuarantee Agreement, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerGuarantor under this Section, the Guarantee Trustee shall have a claim lien prior to the Preferred Securities upon all the property and funds held or collected by the Guarantee Trustee as such, except funds held in trust for the payment of principal of of, and premium (and premium, if any, on) or interest on on, particular Securities. When obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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 Guarantor under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawthis Guarantee Agreement. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeGuarantee Agreement.

Compensation and Reimbursement. The Issuer agreesCompany and each Guarantor (without duplication) agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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 (of, and premium, if any, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer agreesand each of the Guarantors, jointly and severally, agree: (1) to pay to the Trustee for any series of Securities as the Issuer and the Trustee (in any capacity hereunder) shall agree in writing from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee Dollars for all services rendered by it hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee (in any capacity hereunder) for any series of Securities in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the such 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 shall be determined to have been caused by the Trustee’s its own negligence, negligence or willful misconduct or bad faith(as determined by a court of competent jurisdiction in a final non-appealable order); and (3) to fully indemnify each of the such Trustee and (in any predecessor trustee capacity hereunder) and its directors, officers, employees and agents in Dollars for, and to hold them harmless against, any and all loss, liability, damage, claim claims, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable order) on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (claim, whether asserted by the Issuer, a Guarantor, a any of the Guarantors or any Holder or any other Person) , or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerIssuer and the Guarantors hereunder, the Trustee for any series or any Paying Agent of Securities shall have a claim lien prior to the Securities upon all property and funds held or collected by the such Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9501(5) or (10Section 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 or foreign bankruptcy, insolvency or other similar law. The provisions benefits of this Section 607 Article 6 shall survive the termination of this Indenture or the earlier and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Company agrees:, (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee shall from time to time agree in writing 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themTrustee’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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, the Trustee shall have a claim lien prior to the Securities upon Notes 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 707, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9601(viii) or (10Section 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, Federal or state or foreign bankruptcy, insolvency or other similar law. The Company need not pay for any settlement made without its consent. The provisions of this Section 607 707 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer Each of the Corporation and the Guarantor agrees, jointly and severally: (1) to pay to the Trustee Trustees from time to time such compensation as shall be agreed to in writing between the Issuer Corporation and the Trustee Trustees for all services rendered by it hereunder (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 either Trustee in accordance with any provision of this Indenture (Indenture, including the reasonable compensation and the expenses and disbursements of its agents and counsel)counsel subject to prior agreement by the Corporation, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own its negligence, willful misconduct or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustees for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the their part of any of them, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim or liability (whether asserted by any Holder, the IssuerCorporation, a Guarantorthe Guarantor or otherwise) and of enforcing the terms of this Indenture (including, a Holder or but not limited to, any other Personindemnification provided hereunder) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerCorporation under this Section 6.7, the Trustee Trustees shall have a claim lien prior to the Securities upon all property and funds held by them hereunder for any amount owing to them or collected by the any predecessor of either such 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended pursuant to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.this

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee shall from time to time agree in writing 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the extent that any such loss, liability or expense was due to the Trustee's negligence or bad faith; provided, however, that the Issuer under this Section 607 to compensate the Trustee, to need not pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderany settlement made without its consent. As security for the performance of such the obligations of the IssuerIssuer 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The To ensure the performance of the obligations of the Issuer Company or the Guarantor 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. As security for the performance of such obligations of the Issuersection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee such compensation as the Company and the Trustee shall from time to time such compensation as shall be agreed agree in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directorstheir agents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer agrees: (1) Guarantor covenants and agrees to pay to the Preferred Guarantee Trustee, and the Preferred Guarantee Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder entitled to, such reasonable compensation (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 Guarantee 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 Guarantee 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 shall be determined to have been caused by the Trustee’s own negligencemay arise from its willful misconduct, willful misconduct negligence or bad faith; and . The Guarantor hereby indemnifies and holds harmless the Preferred Guarantor Trustee (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees agents, directors and agents employees) for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligencewillful misconduct, willful misconduct negligence or bad faith on the part of any of them, 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or claims of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteepremises.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to fully the fullest extent permitted by law, to indemnify each of the Trustee and Trustee, or any predecessor trustee Trustee, and its their respective officers, employees, directors, officersshareholders and agents, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee or any predecessor Trustee) ), incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of the trusts and its duties under this trustIndenture, including the enforcement of this provision, including the reasonable costs and expenses of defending itself or (including the reasonable compensation and the expense and disbursements of its agents and counsel) themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerCompany 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 funds held in trust for under Section 402. 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, on) 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(9501(5) or (10Section 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, state or foreign Federal and State bankruptcy, insolvency or other similar law. The provisions of Company’s obligations under this Section 607 and the lien referred to in this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee, the discharge of the Company’s obligations under Articles Four and Thirteen of this Indenture and/or the termination of this Indenture. “Trustee” for purposes of this Section 607 shall include any predecessor Trustee; provided, however, that the negligence, bad faith or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Issuer (a) Each of the Issuers agrees: (1i) to pay to the Trustee from time to time in Dollars such compensation as shall be agreed to from time to time in writing between the Issuer Issuers 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); (2ii) 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 Supplemental Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3iii) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directors, officers, employees and their agents in Dollars for, and to hold them it harmless against, any and all loss, liability, damage, claim or expense expense, including taxes (other than taxes based on upon, or measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the IssuerIssuers, a Guarantor, a any Holder or any other Person) Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , or in connection with enforcing the provisions of the Issuer 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. Section. (b) As security for the performance of such the obligations of the IssuerIssuers under this Section, 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 (and of, premium, if any, onor interest, if any, on the Notes. (c) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(95.01(g) or (10and Section 5.01(h), 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeSupplemental Indenture.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantor (without duplication) each agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany and the Guarantor 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between by the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents any predecessor Trustee for, and to hold them harmless against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of them), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, damage, claim, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderwillful misconduct. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer Each of the Company and the Guarantor, jointly and severally, agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder as the parties shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances actually 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 counselattorneys), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, negligence or willful misconduct of it or bad faithof its agents or attorneys; and (3) to fully indemnify each of indemnify, defend and to hold the Trustee and any predecessor trustee and its officers, directors, officersemployees, employees attorneys and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or out-of-pocket expense including taxes (other than taxes based on upon the income of the Trustee) incurred in good faith and without negligence, negligence or willful misconduct on its part or bad faith on the part of any of themits agents or attorneys, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a the Guarantor or any Holder or any other Person) or liability in connection therewith or with the exercise or performance of any of its or their powers or duties hereunder. The obligations , or in connection with enforcing the provisions of the Issuer 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 hereunderSection. As security for the performance of such the obligations of the IssuerCompany and the Guarantor under this Section, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held or collected by the it hereunder for any amount owing it or any predecessor Trustee as such, pursuant to this Section except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any, on) or interest on particular Securities. When In addition to, but without prejudice to its other rights under this Indenture or applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9501(4) or (10Section 501(5), the expenses (including the reasonable charges and out-of-pocket 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination for any reason of this Indenture, the satisfaction and discharge of the Indenture or and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesIssuers agree: (1a) to pay to the Trustee Agent from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee Agent and any predecessor trustee and its directors, officers, employees and agents Agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trustAgreement and its duties hereunder, including the costs and expenses of defending itself against or themselves against investigating any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Issuers under this Section 607 to compensate and indemnify the Trustee, Agent and any predecessor Agent and to pay or reimburse the Trustee Agent and any predecessor Agent for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for hereunder and shall survive the performance resignation or removal of such obligations Agent or predecessor Agent or the termination hereof. Such additional indebtedness shall be a senior claim to that of the Issuer, the Trustee shall have a claim prior to the Securities Units upon all property and funds held or collected by the Trustee Agent as such, except funds held in trust for the payment benefit of principal the Holders of (and premiumparticular Units, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for Units are hereby subordinated to such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteesenior claim.

Compensation and Reimbursement. The Issuer Obligor covenants and agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Obligor and the Trustee shall from time to time agree in writing (which compensation compensation, to the fullest extent permitted by applicable law, 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directors, officers, employees and their agents for, and to hold them harmless against, any and all loss, liabilityliability or expense, damage, claim or expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence, willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself or themselves against any claim (whether asserted by the IssuerObligor, a the Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section 5.07. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, the Trustee shall have a claim lien prior to the Securities Notes upon all property and funds held by it hereunder for any amount owing it or collected by the any retiring Trustee as suchpursuant to this Section 5.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premiumparticular Notes. Without prejudice to any other rights available to the Trustee under applicable law, if any, on) 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(9clause (iv) or (10v) of Section 4.01(1) and clause (ii) or (iii) of Section 4.01(2), 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, state Federal or foreign State bankruptcy, insolvency insolvency, reorganization, or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesand the Guarantor jointly and severally agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Issuer, the Guarantor and the Trustee shall from time to time agree in writing 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerIssuer and the Guarantor 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer Corporation agrees: (1a) to pay to the Trustee Agent from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust);, (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee Agent and any predecessor trustee and its directors, officers, employees and agents Agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of this trustAgreement and its duties hereunder, including the costs and expenses of defending itself against or themselves against investigating any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Corporation under this Section 607 to compensate and indemnify the Trustee, Agent and any predecessor Agent and to pay or reimburse the Trustee Agent and any predecessor Agent for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for hereunder and shall survive the performance resignation or removal of such obligations Agent or predecessor Agent or the termination hereof or any Purchase Contract. Such additional indebtedness shall be a senior claim to that of the Issuer, the Trustee shall have a claim prior to the Securities Units upon all property and funds held or collected by the Trustee Agent as such, except funds held in trust for the payment benefit of principal the Holders of (and premiumparticular Units, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for Units are hereby subordinated to such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteesenior claim.

Compensation and Reimbursement. The Issuer agreesand the Guarantors, jointly and severally, agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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 out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders, the reasonable compensation and the expenses expenses, advances and disbursements of its agents agents, accountants, experts and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s its own negligence, gross negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of indemnify, defend and release the Trustee and any predecessor trustee and Trustee, its directors, officers, employees and agents and any predecessor Trustee (collectively, the “Indemnified Parties”) for, and to hold them the Indemnified Parties harmless against, any and all loss, liability, damageclaim, claim action, suit, proceeding at law or expense in equity, damage any other or expense, including taxes (other than the taxes based on the income of the Trustee), fee or charge of any character or nature (including attorney’s fees and expenses) incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of them, the Indemnified Parties arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself or themselves against any claim (regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person) Person or liability in connection with the exercise or performance of any of its or their the Indemnified Parties’ powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 607). The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. Failure to provide such notice shall not relieve the Issuer of its obligations in this Section 607 unless the failure to notify the Issuer impairs the Issuer’s ability to defend such claim. The Issuer may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent. The obligations of the Issuer and the Guarantors 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 hereunderhereunder and shall survive the satisfaction and discharge of this Indenture, the repayment of the Notes, and resignation or removal of the Trustee. As security for the performance of such obligations of the Issuer, 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 solely for the benefit of the Holders entitled thereto for the payment of principal of (and premium, if any, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute administrative expenses of administration priority under any applicable federalBankruptcy Law. “Trustee” for the purposes of this Section 607 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, state custodian and other Person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or foreign bankruptcy, insolvency willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor Trustee that is successor by merger or other similar lawconsolidation to such predecessor Trustee). The provisions of this Section 607 shall survive the termination satisfaction and discharge of this Indenture or Indenture, the earlier repayment of the Notes and resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer Company agrees: (1i) to pay to each of the Trustee Trustee, any Co-Trustee, the Security Registrar, any Co-Security Registrar and Paying Agent, as the case may be, from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision provisions of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to pay to or to reimburse each of the Trustee Trustee, any Co-Trustee, the Security Registrar, any Co-Security Registrar and Paying Agent, as the case may be, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee such entity in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its such entity's agents and counsel), except any such expense, disbursement or advance advances as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3iii) to fully indemnify each of the Trustee Trustee, any Co-Trustee, the Security Registrar, any Co-Security Registrar and any predecessor trustee and its directorsPaying Agent, officersas the case may be, employees and agents for, and to hold them it harmless against, against any and all loss, liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themsuch entity, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a GuarantorCompany, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the Issuer, Company 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, on) or interest on particular Securities. The claims of the Trustee under this Section shall not be subject to the provisions of Article Fourteen. The obligations of the Company under this Section shall survive satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(97.01(i) or (10Section 7.01(ii), 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 or administration under any applicable federal, Federal or state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantor (without duplication) each agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany and the Guarantor 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, on) premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When To the extent permitted by law, any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in or pursuant to Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable federal, state bankruptcy or foreign bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 607 6.6 shall survive the termination satisfaction and discharge of this Indenture or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The To ensure the performance of the obligations of the Issuer 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. As security for the performance of such obligations of the IssuerSection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities. When Section 608. Disqualification; Conflicting Interests. Trustee shall comply with the Trustee incurs expenses or renders services in connection with an Event terms of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel310(b) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Trust Indenture or the earlier resignation or removal of the TrusteeAct.

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee acting in any capacity hereunder from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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)) including extra services rendered in connection with or during the continuance of a default hereunder; (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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct gross negligence or bad faith; and (3) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directors, officers, employees and their agents for, and to hold them harmless against, any and all loss, liabilityliability or reasonable expense (including, damagewithout limitation, claim or expense the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence, willful misconduct gross negligence or bad faith on the part of any of themtheir 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 defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , or in connection with enforcing the provisions of this Section, except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s gross negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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 premiumof, if any, on) or premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When The obligations of the Company under this section to reimburse the Trustee incurs expenses and to pay or renders services in connection with an Event of Default reimburse the Trustee for expenses, disbursement and advances shall constitute additional indebtedness hereunder. Without limiting any rights available to the Trustee under applicable law, any compensation or expense incurred by the Trustee after a default specified in by Section 501(9501(5) or (10), the expenses (including the reasonable charges and expenses of its counsel6) of and the compensation for such services are is intended to constitute expenses an expense of administration under any then applicable federal, state bankruptcy or foreign bankruptcy, insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 606. The provisions of this Section 607 shall 606 shall, to the extent permitted by law, survive the any satisfaction or termination of this Indenture or (including, without limitation, termination pursuant to any Bankruptcy Laws) and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agrees:Issuers agree (1a) to pay to the Trustee from time to time such compensation as the Issuers and Trustee shall be agreed agree in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithas determined by a non-appealable court of competent jurisdiction; and (3c) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its officers, directors, officers, agents and employees and agents for, and to hold them it harmless against, any and all losslosses, liabilityliabilities, damagedamages, claim claims or expense expenses including taxes (other than taxes based on upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a GuarantorIssuers, a Holder or any other Person) ), enforcing this indemnity or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the Issuer, Issuers under this Section 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 (and premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar lawNotes. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer agreesIssuers agree: (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Issuer Issuers 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); (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 agents, consultants and counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3iii) to fully indemnify each of the Trustee and or any predecessor trustee Trustee (and its their respective directors, officers, stockholders, employees and agents agents) for, and to hold them harmless against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a GuarantorIssuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their the Trustee’s powers or duties hereunder. The obligations of the Issuer Issuers 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 hereunderhereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the IssuerIssuers, 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 premium, if any, on) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9clause (vi) or (10)vii) of Section 501, 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Issuer agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer time, and the Trustee shall be entitled to, 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 pay or 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3c) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its their respective officers, directors, officers, employees and agents (each, an “Indemnified Person”) for, and to hold each of them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themsuch Indemnified Person’s part, arising out of or in connection with the acceptance or administration of this trustIndenture, including the costs and expenses of defending itself against or themselves against investigating any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of hereunder and including claims against or brought by the Issuer under this Section 607 to compensate or the Trustee, to pay or reimburse Company. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Sections 6.01(a)(10) or 6.01(a)(11), the expenses (including the 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 hereunderinsolvency or other similar law. As security for the performance of such the obligations of the IssuerIssuer under this Section, 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 (and premium, if any, onincluding the repurchase price upon repurchase pursuant to Article 3) or interest Interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar lawNotes. The provisions of this Section 607 shall survive the discharge or termination of this Indenture or and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesCompanies hereby jointly and severally agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer 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); (2a) except as otherwise expressly provided herein, to reimburse the Security Trustee and the Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Security Trustee or the Agent, as the case may be, in accordance with any provision of this Indenture Agreement and 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3b) to fully indemnify each of the Security Trustee and any predecessor the Agent (in its individual capacity and as trustee or agent, respectively, and including its directorssuccessors, assigns, officers, employees directors, agents and agents servants) for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themits part, arising out of or in connection with the acceptance or administration of the indenture or agency created by this trustAgreement and the Security Documents, including including, but not limited to, the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , and any loss, liability, expense or claim arising out of its possession, management, control use or operation of the Issuer 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 hereunderEstate. As security for the performance of such the obligations of the IssuerCompanies under this Clause 8.23, the Security Trustee and the Agent shall have be secured under this Indenture and Agreement by a claim lien on the Estate prior to the Securities upon all property lien thereon of the Lenders, and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (such expense, reimbursements and premium, if any, on) or interest on particular Securities. When indemnity the Security Trustee incurs expenses or renders services shall have the right to use and apply any moneys held by it hereunder in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar lawEstate. The provisions of indemnity contained in this Section 607 Clause 8.23 shall survive the termination of this Indenture or Agreement and the earlier resignation or removal of the TrusteeSecurity Documents.

Compensation and Reimbursement. (a) The Issuer agrees: (1i) to pay to the Trustee from time to time such on each Distribution Date reasonable compensation as shall be agreed set forth in writing a separate fee schedule dated on or near the Closing Date between the Issuer Trustee and the Trustee Portfolio Manager 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 hereinin accordance with the terms hereof, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including including, without limitation, costs incurred in connection with tax compliance or withholding, the exercise or enforcement of remedies pursuant to Article V, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 10.7 or any other term of this Indenture, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own its negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Portfolio Manager in writing; and (3iii) to fully indemnify each of the Trustee and any predecessor trustee and its officers, directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim fee, cost, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themtheir part, and arising out of or in connection with the acceptance or administration of this trustthe trust or the transactions contemplated hereby, including the costs and expenses of defending itself themselves (including reasonable attorney’s fees and costs and the attorneys’ fees and expenses incurred in connection with any action, suit or themselves proceeding brought by the Trustee to enforce any indemnification by, or other obligations of, the Issuer or the costs of defending or prosecuting any claim) against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. hereunder and under any other Transaction Document related hereto. (b) The obligations of the Issuer under Trustee shall receive amounts pursuant to this Section 607 6.7 in accordance with the Priority of Distributions but only 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. As security extent that funds are available for the performance of such obligations of the Issuerpayment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any date when a claim prior fee or expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal of (a fee or expense not so paid shall be deferred and premium, if any, on) payable on such later date on which a fee or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges expense shall be payable and expenses of its counsel) of and the compensation for such services sufficient funds are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawavailable therefor. The provisions Issuer’s obligations under this Section 6.7 shall be secured by the lien of this Section 607 Indenture and shall survive the termination of this Indenture or and the earlier resignation or removal of the TrusteeTrustee pursuant to Section 6.9. (c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer or the Co-Issuer for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year (or if longer the applicable preference period then in effect) and one day after the payment in full of all Notes. Nothing in this Section 6.7(c) shall preclude the Trustee from (i) exercising its rights as a secured or unsecured creditor in any Proceeding involving the Issuer or the Co-Issuer not filed or commenced by the Trustee or (ii) while an Event of Default is continuing, commencing against the Issuer or the Co-Issuer or any of their respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or similar Proceeding; provided that any recovery of any amount received by the Trustee under the preceding clause (i) or (ii) shall be distributed in accordance with the Priority of Distributions. (d) To the extent that the entity acting as Trustee is acting as Registrar, Calculation Agent, Paying Agent, Authenticating Agent or Custodian, the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to it acting in each such capacity.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time such compensation for all services rendered by the Trustee hereunder as shall be agreed in writing between the Issuer 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directorsagents, officers, directors and employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themincurred, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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, on) premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When To the extent permitted by law, any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in or pursuant to Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable federal, state bankruptcy or foreign bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 607 6.6 shall survive the termination satisfaction and discharge of this Indenture or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. The Each of the Issuer and the Guarantor, jointly and severally, agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder which shall have been separately agreed to from time to time in writing by the Issuer, the Guarantor 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 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all lossclaims, liabilitylosses, damageliabilities, claim damages or expense expenses (including taxes (other than taxes based on upon the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a the Guarantor, a any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , including the reasonable costs and expenses of enforcing this Indenture against the Issuer under and/or the Guarantor (including 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 hereundersection). As security for the performance of such the obligations of the Issuer, Issuer and the Guarantor under this Section the Trustee shall have a claim prior to the Debt Securities and any coupons 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 Debt Securities or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteecoupons.

Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The [To ensure the performance of the obligations of the Issuer 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. As security for the performance of such obligations of the IssuerSection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities.] Section 608. When Disqualification; Conflicting Interests. Trustee shall comply with the Trustee incurs expenses or renders services in connection with an Event terms of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel310(b) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Trust Indenture or the earlier resignation or removal of the TrusteeAct.

Compensation and Reimbursement. The (a) Subject to Section 6.07(b), the Issuer hereby agrees: (1i) to pay or cause to be paid to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee Indenture Trustee, for all services rendered by it hereunder the Indenture Trustee and the Fiscal Agent with respect to the Bonds (which compensation shall not be limited by any provision of law Law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, for each Mortgage Loan and for any Payment Date, an amount equal to reimburse the Indenture 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 shall be determined to have been caused by the Trustee’s own negligence, willful misconduct or bad faithFee; and (3ii) to fully reimburse, indemnify each and hold harmless the Indenture Trustee and the Fiscal Agent and any director, manager, member, officer, employee, agent or "control" person within the meaning of the Securities Act and the Exchange Act of the Indenture Trustee or the Fiscal Agent for any loss, liability or "out-of-pocket" expense (including costs and any predecessor trustee and its directors, officers, employees and agents forexpenses of litigation, and to hold them harmless againstof investigation, counsel fees, damages, judgments and amounts paid in settlement) (any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on incurred by reason of willful misfeasance, bad faith or negligence in the income performance of duties) arising out of the transactions contemplated by the Operative Agreements including, without limitation, those incurred in connection with the Indenture Trustee's: (A) enforcing its rights and remedies and protecting the interests, and enforcing the rights and remedies, of the Bondholders during the continuance of an Issuer Event of Default or Servicer Event of Default, (B) defending or prosecuting any legal action in respect of the Operative Agreements or the Bonds, (C) being the mortgagee of record with respect to the Mortgage Loans constituting Collateral for the Bonds and the owner of record with respect to any Mortgaged Property acquired in respect thereof for the benefit of Bondholders; or (D) acting or refraining from acting in good faith at the direction of the holders of the Bonds meeting the requisite percentage of Voting Rights with respect to any particular matter; provided, however, that such indemnification will not extend to any loss, liability or expense incurred without negligenceby reason of willful misfeasance, willful misconduct or bad faith or negligence on the part of the Indenture Trustee in the performance of its obligations and duties thereunder, or by reason of its negligent disregard of such obligations or duties. The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of themthe Issuer to make any payments, arising out of reimbursements or indemnifications to the Indenture Trustee or the Fiscal Agent pursuant to this Section 6.07(a); provided, however, that (subject to Section 6.07(b)) nothing in connection with this Section 6.07 shall be construed to limit the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim (whether asserted exercise by the Issuer, a Guarantor, a Holder Indenture Trustee or any other Person) or liability in connection with the exercise or performance Fiscal Agent of any right or remedy permitted under this Indenture in the event of its the Issuer's failure to pay or their powers cause the payment of any sums due the Indenture Trustee or duties hereunder. the Fiscal Agent pursuant to this Section 6.07. (b) 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 with respect to which any claim of the Indenture Trustee and the Fiscal Agent 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. As security for the performance of such obligations of the Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.6.07

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee for all services rendered by it hereunder under this Indenture (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 hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements 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 disbursement, or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, its gross negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee and any predecessor trustee Trustee and its directors, their officers, agents, directors and employees and agents for, and to hold them harmless against, any and all loss, damage, claim, liability, damageor expense, claim or expense including fees and expenses of counsel and including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence, gross negligence or willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of the trust or trusts under this trust. Indenture, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the IssuerCompany, a Guarantor, a or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 to compensate Indenture, or in connection with enforcing the Trustee, to pay or reimburse provisions of this Section. To secure the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security for the performance of such Company’s obligations of the Issuerunder this Section, the Trustee shall have a claim lien prior to the Securities 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, on) or interest on particular Securities. When , and the claims of the Trustee under this Section shall not be subject to the provisions of Article XIV; In addition to, and without prejudice to its other rights under this Indenture, 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(95.1(1) or (102), 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable federal, state similar Federal or foreign bankruptcy, insolvency or other similar law. State law for the relief of debtors; and The provisions of this Section 607 6.7 shall survive the termination satisfaction and discharge of this Indenture or the earlier Indenture, the resignation or removal of the TrusteeTrustee and the termination for any reason of this Indenture.

Compensation and Reimbursement. The Issuer agrees: Each of the Company and the Guarantor agrees (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and and (3c) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, 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 costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerCompany and the Guarantor 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, on) or interest on particular Securities. When Payment of any amount due hereunder by either the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture Company or the earlier resignation or removal Guarantor shall extinguish the obligation of the Trustee.other Person to make such payment. Section 608. Disqualification;

Compensation and Reimbursement. The Issuer Company agrees: (1) to pay to the Trustee Trustee, and each predecessor Trustee, and any Paying Agent, from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it (or 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 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and Trustee, its affiliates, directors, officers, employees and agents and each predecessor Trustee for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the negotiation, acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the Issuer, Company 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 benefit of principal the Holders of (and premium, if any, on) or interest on particular Securities. When Notwithstanding the Trustee incurs expenses or renders services foregoing, funds collected and held in connection compliance with an Event of Default specified Section 506 FIRST shall not be considered to be funds held in Section 501(9) or (10), trust for 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal benefit of the TrusteeHolders of particular Securities.

Compensation and Reimbursement. The Issuer agreesCompany and the Guarantors, jointly and severally agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer Company and the Guarantors 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 hereunderhereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the IssuerCompany and the Guarantors, 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 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(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trusteecoupons.

Compensation and Reimbursement. The Issuer Each of the Companies and the Parent Guarantor agrees, jointly and severally: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by the Trustee’s own negligenceits willful misconduct, willful misconduct gross negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and Trustee, its officers, directors, officersemployees, employees representatives and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such obligations of the Issuer, the Trustee shall have a claim lien prior to the Securities upon as to all property and funds held or collected by the it hereunder for any amount owing it or 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, on) 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 after the occurrence of an Event of Default specified in Section 501(9501(5) or (106), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) of and the compensation for such the services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or and the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to any agent under this Indenture.

Compensation and Reimbursement. The Issuer Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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 hereunderhereunder 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 Issuer, 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 or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar laweach senior claim. SECTION 608. Disqualification; Conflicting Interests. The provisions of this TIA Section 607 310(b) shall survive the termination of this Indenture or the earlier resignation or removal of apply to the Trustee.

Compensation and Reimbursement. The Issuer agrees: (1) to Company shall pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder as agreed 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 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 shall may be determined attributable to have been caused by the Trustee’s own 's negligence, willful misconduct or bad faith; and (3) to fully and indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them it harmless from and against, any and all loss, liability, damage, claim liability or expense incurred by it (including taxes (other than taxes based on the income reasonable fees and expenses of the Trusteeits counsel) incurred without negligence, willful misconduct or bad faith on the part of including any of them, agent capacity in which it acts 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 defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 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 hereunderbad faith. As security for the performance of such the obligations of the IssuerCompany 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 under Section 703 (except as otherwise provided in Section 703). "Trustee" for purposes of this Section shall include any predecessor Trustee; provided, however, that the payment negligence, willful misconduct or bad faith of principal any Trustee hereunder shall not affect the rights of (and premium, if any, on) or interest on particular Securitiesany other Trustee hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9801(d) or (10Section 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, state Federal or foreign State bankruptcy, insolvency or other similar law. The provisions of this Section 607 907 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee. Section 908. Disqualification; Conflicting Interests. If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other series.

Compensation and Reimbursement. The Issuer Guarantor agrees: (1a) to pay to the Guarantee Trustee from time to time such reasonable compensation as the Guarantor and the Guarantee Trustee shall be agreed from time to time agree in writing between the Issuer 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 Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct its negligence or bad faith; and (3c) to fully indemnify each of the Guarantee Trustee and any predecessor trustee and its directors, officers, employees and agents Guarantee Trustee for, and to hold them it harmless from and against, any and all loss, liability, damage, claim claim, liability or expense expense, including taxes (other than taxes based on upon the income of the Guarantee Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themits part, arising out of or in connection with the acceptance of the trusts created by, or the administration of of, this trustGuarantee Agreement, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance of such the obligations of the IssuerGuarantor under this Section, the Guarantee Trustee shall have a claim lien prior to that of the Debt Securities upon all the property and or funds held or collected by the Guarantee Trustee as such, except for funds held in trust for the payment of principal of principal, premium (and premium, if any, on) or interest on particular Securities. When obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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 Guarantor under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawthis Guarantee Agreement. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeGuarantee Agreement.

Compensation and Reimbursement. (a) The Issuer agrees: (1i) to pay to the Trustee from time to time such compensation Bank (in each of its capacities) on each Payment Date reasonable compensation, as shall be agreed set forth in writing between the Issuer and the Trustee a separate fee schedule, 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)) in accordance with the Priority of Payments; (2ii) except as otherwise expressly provided herein, to pay or reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee and the Bank in any of its other capacities, in accordance with any provision of this Indenture or other Transaction Document (including including, without limitation, securities transaction charges and the reasonable compensation and the expenses and disbursements of its agents and counsel)legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by the Trustee’s own its negligence, willful misconduct or bad faith; and) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s payment or receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager; (3iii) to fully indemnify each of the Trustee and any predecessor trustee and its officers, directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense (including taxes (other than taxes based on the income of the Trusteereasonable attorneys’ and experts’ fees and expenses) incurred without negligence, willful misconduct or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder or under any of the other Transaction Documents, including the costs and expenses of (i) defending itself or themselves (including reasonable attorneys’ and experts’ fees and expenses) against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations hereunder and under any Transaction Document (whether brought by or involving any of the Issuer Co-Issuers or any third party) and (ii) enforcing their rights hereunder; and (iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively. (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Section 607 Indenture or in any of the Transaction Documents to compensate the Trustee, to pay or reimburse which the Trustee for expenses, disbursements and advances and is a party only as provided in Sections 11.1(a)(i) through (iii) but only to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder. As security extent that funds are available for the performance of such obligations of the Issuerpayment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any date when a claim prior fee or an expense shall be payable to the Securities upon all property and Trustee pursuant to this Indenture insufficient funds held or collected by the Trustee as such, except funds held in trust are available for the payment thereof, any portion of principal a fee or an expense not so paid shall be deferred and payable on such later date on which a fee or an expense shall be payable and sufficient funds are available therefor. (c) Without limitation to Section 5.4(d), the Trustee hereby agrees not to cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 until at least one year, or if longer the applicable preference period then in effect, and one day after the payment in full of all Notes issued under this Indenture; provided that the foregoing shall not prohibit the filing of proofs of claim in any such action that is filed or commenced by a Person other than the Trustee or any Affiliate thereof. (d) The Issuer’s payment obligations to the Trustee under this Section 6.7 shall be secured by the lien of this Indenture payable in accordance with the Priority of Payments, and premium, if any, on) shall survive the discharge of this Indenture and the resignation or interest on particular Securitiesremoval of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or renders services in connection with an Event of Default specified in under Section 501(95.1(e) or (10f), 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 Bankruptcy Law or any other applicable federal, federal or state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesand Guarantors, jointly and severally, agree: (1) to pay to the Trustee for any series of Securities from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder as shall be agreed upon in writing from time to time by the Issuer and such 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 for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, negligence or willful misconduct or bad faiththe negligence or willful misconduct of its officers, directors, employees or agents as adjudicated by a court of competent jurisdiction; and (3) to fully indemnify each such Trustee (which for purposes of the Trustee and any predecessor trustee and this Section 607(3) shall include its officers, directors, officers, employees and agents agents) for, and to hold them it harmless against, any and all loss, liability, damage, claim or expense (including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct on its part or bad faith on the part of any of themits officers, directors, employees or agents, arising out of or in connection with the acceptance or administration of this trusttrust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantorthe Guarantors, a Holder or any other Person) and enforcement of this Indenture (including this Section) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer 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. As security for the performance any series of such obligations of the Issuer, the Trustee Securities shall have a claim lien prior to the Securities upon as to all property and funds held by such Trustee 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, on) or interest on such particular Securities. When the Trustee for any series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 501(9501(5) or (10Section 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 or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Issuer agreesand the Guarantor jointly and severally agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, willful misconduct 's negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on the part of any of themtheir part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including reasonable (but not more than actual) attorney's fees and expenses and the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Issuer under this Section 607 extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunderbad faith. As security for the performance of such the obligations of the IssuerIssuer and the Guarantor 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, on) premium or interest on particular Securities. When the Trustee incurs expenses or renders services in connection any Additional Amounts with an Event of Default specified in Section 501(9) respect to Securities or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Issuer agreesIssuers and the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuer 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it 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 shall may be determined attributable to have been caused by the Trustee’s its own negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on the part of any of themexpense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself or themselves against any claim (whether asserted by the Issuer, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. The To ensure the performance of the obligations of the Issuer Issuers or the Guarantor 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. As security for the performance of such obligations of the IssuerSection, the Trustee shall have a senior claim prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of (and of, premium, if any, on) or interest on particular Securities. When SECTION 608. Disqualification; Conflicting Interests. Trustee shall comply with the Trustee incurs expenses or renders services in connection with an Event terms of Default specified in Section 501(9) or (10), the expenses (including the reasonable charges and expenses of its counsel310(b) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar lawTrust Indenture Act. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal 310 of the TrusteeTrust Indenture Act shall apply to the Issuers and the Guarantor as obligors of the Securities.

Compensation and Reimbursement. 6.7.1 The Issuer agrees: (1) Company and the Guarantor, jointly and severally, agree to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer and the Trustee 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) 6.7.2 The Company and the Guarantor agree, jointly and severally, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and itemized 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 shall may be determined attributable to have been caused by the Trustee’s own negligence, its negligence or willful misconduct or bad faith; andmisconduct. (3) 6.7.3 The Guarantor agrees to fully indemnify each of the Trustee and any predecessor trustee and its directors, officers, employees and agents Trustee for, and to hold them it harmless against, any and all losslosses, liabilityliabilities, damagedamages, claim claims or expense including taxes (other than taxes based on the income of the Trustee) expenses incurred without negligence, negligence or willful misconduct or bad faith on the part of any of themits 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 defending itself or themselves against any claim (whether asserted by the Issuer, a GuarantorCompany, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Issuer under this Section 607 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 5.1.5 or Section 5.1.6, the expenses (including the reasonable and documented 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 hereunderinsolvency or other similar law. As security for the performance of such the obligations of the IssuerCompany and the Guarantor under this Section, 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 such Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(9) or (10), 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, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeTrustee and the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Issuer Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuer Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall will 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 shall may be determined attributable to have been caused by the Trustee’s own negligence's willful misconduct, willful misconduct negligence or bad faith; and (3c) to fully indemnify each of the Trustee and or any predecessor trustee Trustee and its directors, officers, employees and their agents for, and to hold them harmless against, any and all loss, liability, damage, claim or expense expense, including taxes (other than taxes those based on upon, measured by or determined by the income of the Trustee) incurred without negligencewillful misconduct, willful misconduct negligence or bad faith on the part of any of themits part, (i) arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself or themselves against any claim or liability (whether asserted assisted by the IssuerCompany, a Guarantor, a Holder any other holder or any other Personperson) or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Issuer Company under this Section 607 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 constitute additional indebtedness hereunderwill survive the satisfaction and discharge of this Indenture or any other termination under any Insolvency or Liquidation Proceeding and the resignation or removal of the Trustee. As security for the performance of such obligations of the IssuerCompany, the Trustee shall will have a claim and 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 (and premium, if any, on) or interest on particular SecuritiesNotes. Such lien will 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(9paragraph (h) or (10), 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, state Insolvency or foreign bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the TrusteeLiquidation Proceeding.