Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees each of Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time such reasonable compensation as agreed in writing between the Company 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 promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision the provisions of this Indenture and any other document executed in connection herewith (including the reasonable compensation and the expenses and disbursements of its agents agents, counsel and counselall other persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the TrusteeTrustee and its officers, its directors, officersemployees, representatives and agents and employees for, and to hold it and them harmless against, and reimburse it and them for any obligation, injuries (to person, property, or natural resources), penalty, action, suit, judgment, reasonable cost and all expense (including reasonable attorney's and agent's fees and expenses), loss, liability, damage, claimclaim or expense, liability including taxes (other than taxes based upon or expense determined or measured by the income of the Trustee), of whatever kind or nature, regardless of their merit incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.07 shall survive any termination the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing from time to time between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee, Trustee or any predecessor Trustee and its directors, officers, agents and employees for, and to hold them it harmless against, any and all loss, damageliability, claim, liability damage or expense asserted by any Person (including reasonable legal fees and expenses), incurred without negligence or bad faith willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit benefits of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions provision of this Section shall survive any the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesand the Guarantor agree (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree upon in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its non-employee agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claimclaims, liability or expense expense, including taxes (other than taxes based upon or determined by the income of the Trustee), incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien claim prior to the Securities as to all property and funds properly held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to fully indemnify the Trustee, Trustee and its directors, officers, employees and agents and employees for, and to hold them harmless against, any and all loss, damageliability, claim, liability damage or expense incurred without negligence or bad faith willful misconduct on its their part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to of any series upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of principal of (or premium, if any) or interests on or any Additional Amounts with respect to the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Transfer Agent from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder in such amount as the Company and the Transfer Agent shall agree from time to time (which compensation shall not be limited by any provision of law or regulation in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee Transfer Agent upon its request for all reasonable and documented out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Transfer Agent in accordance with any provision of this Indenture Agreement (including the reasonable and documented compensation and the reasonable and documented expenses and disbursements of its third-party agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Transfer Agent’s bad faith, gross negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee, Transfer Agent and each of its directorsagents, officers, agents directors and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including reasonable and documented attorney’s fees and expenses) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance exercise or administration performance of this trustany of its powers or duties hereunder, including the reasonable and documented out-of-pocket costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it Company’s obligations pursuant to this Section 6.7, except 7.6 shall survive the termination of this Agreement. When the Transfer Agent incurs expenses after the occurrence of a Material Breach specified in Section 8.1(a)(iv) or 8.1(a)(v) with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8)Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturebankruptcy laws.

Compensation and Reimbursement. The Company agrees agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(7) or Section 5.1(85.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(e) or Section 5.1(85.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 6.06, the Trustee shall have a lien prior to the Securities upon all property and money held or collected by the Trustee as such, except money held in trust for the payment of principal of (or premium, if any) or interest on particular Securities or any coupons. The provisions of this Section 6.06 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it 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); (2b) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(f) or Section 5.1(8501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a 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 (or premium or Make-Whole Amount, if any) or interest or any Additional Amounts on particular Securities or any related coupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder and under the Security Documents (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; and (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture and under the Security Documents (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust and under the Security Documents, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders 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 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as mutually agreed upon (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officersofficers and employees, agents and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a 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 (or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the TrusteeTrustee (which for the purposes of this Section 607 shall include its officers, its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence negligence, willful misconduct or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and in connection with its actions as Conversion Agent for any series of Securities for which it is designed as such pursuant to Section 301, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture. The Trustee shall have a lien prior to the Securities as to upon all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of 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 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture or the resignation or removal of the Trustee. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, Trustee and any predecessor Trustee and its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to of any series upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (or premium, if any) or interest on Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.1(7) or Section 5.1(8)occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal bankruptcy law or State bankruptcy, insolvency any similar federal or other similar lawstate law for the relief of debtors. The provisions of this Section 606 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(6) or Section 5.1(8(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article IV of this Section shall survive any Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(8), (9), (10) or Section 5.1(8(11), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Four of this Section shall survive any Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing writing, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, Trustee and its directors, officers, directs, employees and agents and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without gross negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular SecuritiesSecurities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5), (6) or Section 5.1(8(7), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Each of the Issuers, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company Issuers 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, Trustee or any predecessor Trustee and their agents and employees for, and to hold them harmless against, any and all loss, damage, claimclaims, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuers, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The Trustee shall have a lien prior to the Securities Notes as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.77.07, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(76.01(5) or Section 5.1(86.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section 7.07 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, Trustee and any predecessor Trustee and its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damageliability, claim, liability damage or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 6.07) and the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 6.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall will have a lien prior to the Securities as to on all money or property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds that held in trust for the benefit of the Holders of to pay principal and interest on particular Securities. When Such lien will survive the Trustee incurs expenses or renders services in connection with an Event satisfaction and discharge of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) this Indenture and the compensation for resignation, removal or replacement of the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this IndentureTrustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing 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 promptly 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 may be attributable to its negligence or bad faith; and; (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability liability, or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts under this trustIndenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The under this Indenture; (4) to secure the Company’s obligations under this Section, the Trustee shall have a lien prior to the Securities upon all money or property held or collected by the Trustee in its capacity as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7Trustee, except with respect to funds for such money and property which is held in trust for the benefit of the Holders of to pay principal (and premium, if any) or interest on particular Securities. When ; (5) when the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.1(75.1(5) or Section 5.1(8(6), the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable similar Federal or State bankruptcy, insolvency or other similar law. The law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive any the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1i) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(vi) or Section 5.1(8501(vii), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a 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 (or premium, if any) or interest, if any, on particular Securities or any coupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or bad faithwillful misconduct; and (3c) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee)) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(f) or Section 5.1(8501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are shall be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, and 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 expenseexpense or disbursement as shall be determined to have been caused by its own negligence, disbursement or advance as may be attributable to its negligence willful misconduct or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damageliability, claim, liability damage or expense incurred without negligence negligence, willful misconduct or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(6) or Section 5.1(85.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal Bankruptcy Law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or State bankruptcycollected by the Trustee as such, insolvency except funds held in trust for the payment of principal of (or other similar lawpremium or Make-Whole Amount, if any) or interest, if any, on particular Securities or any coupons. The provisions of this Section shall survive any the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder in such amount as the Company and the Trustee shall agree 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 Law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture CVR Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee, Trustee and each of its directorsagents, officers, agents directors and employees (each an “indemnitee”) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including attorneys fees and expenses) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it Company’s payment obligations pursuant to this Section 6.7, except with respect to funds held in trust for shall survive the benefit termination of the Holders of particular Securitiesthis CVR Agreement. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(78.1(c) or Section 5.1(8)8.1(d) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. (1) The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing writing, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, or bad faith; and (3c) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence negligence, or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (2) The obligations of the Company under this Section 6.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. The As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular Securities. Securities or any coupons. (3) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(1)(e), (f) or Section 5.1(8(g), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. . (4) The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)faith, 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 against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The This indemnification shall survive the termination of this Agreement. To secure the Company's payment obligations in this Section, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities as to on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and funds held by it hereunder for any amount owing to it pursuant to discharge of this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.1(75.1(4) or Section 5.1(8)(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Indenture Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee an Indenture Trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse each of the Indenture Trustee and any predecessor Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Indenture Trustee and employees any predecessor Indenture Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Indenture Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Indenture Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse 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 to the extent any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify each of the Trustee, its Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees for, and to hold each of them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)expense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 5.1(7501(7) or Section 5.1(8)and (8), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive any the termination of this IndentureIndenture or the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(8(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article IV of this Section shall survive any Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agreesIssuers and the Guarantor agree: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company Issuers 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to fully indemnify the Trustee, Trustee and its directors, officers, employees, counsels and agents and employees for, and to hold them harmless against, any and all loss, damageliability, claim, liability damage or expense incurred without negligence or bad faith willful misconduct on its their part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Issuers under this Section, the Trustee shall have a lien prior to the Securities as to of any series upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of principal of (or premium, if any) or interest on the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(d) or Section 5.1(85.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this IndentureIndenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 6.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without gross negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have a lien prior constitute additional indebtedness hereunder. Without limiting any rights available to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7Trustee under applicable law, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(4) or Section 5.1(8501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive any termination the satisfaction and discharge of this IndentureIndenture and the defeasance of the Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) Trustee shall receive compensation for fees and reimbursement for expenses pursuant to pay to Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(d)(ix), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such reasonable compensation as the Company and any director, officer, employee or agent of the Trustee shall from time be indemnified by the Trust and held harmless against any loss, liability, or "unanticipated out-of-pocket" expense incurred or paid to time agree in writing for all services rendered by it hereunder third parties (which compensation expenses shall not be limited by any provision of law in regard include salaries paid to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinemployees, to promptly reimburse the Trustee upon its request for all reasonable expensesor allocable overhead, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or ) in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. The Trustee All such amounts described in the preceding sentence shall have a lien prior to the Securities be payable as to all property and funds held by it hereunder for any amount owing to it pursuant to this provided in (A) Section 6.7, except 7.03(b)(i) with respect to funds such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(d)(ix) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in trust performing its duties as Tax Matters Person for the benefit REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses performance of its counsel) and the compensation duties as Tax Matters Person for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawREMIC created hereunder. The provisions of this Section 10.07 shall survive any the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder in such amount as Parent and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law Law in regard to the compensation of a trustee Trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture CVR Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence the Trustee’s negligence, bad faith or bad faithwillful misconduct; and (3c) to indemnify the Trustee, Trustee and each of its directorsagents, officers, agents directors and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees and expenses) incurred without negligence or negligence, bad faith or willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it Parent’s payment obligations pursuant to this Section 6.7, except with respect to funds held in trust for 3.6 shall survive the benefit termination of the Holders of particular Securitiesthis CVR Agreement. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(7Sections 7.1(c) or Section 5.1(8)7.1(d) with respect to Parent, the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute administrative expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Company PCS agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and agreed to with 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); (2b) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and -48- 57 advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7Sections 501(f) or Section 5.1(8501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of PCS under this Section 606, the Trustee shall have a 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 (or premium, if any) or interest on or any Additional Amounts with respect to any particular Securities or any coupons. The provisions of this Section 606 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, Trustee (and its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee), incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in SECTION 5.1(6) or SECTION 5.1(7) with respect to the Company, the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section SECTION 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section SECTION 6.7 shall survive any the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing from time to time between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damagedamages, claimclaims, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien claim prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(6) or Section 5.1(85.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder in such amount as Parent and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law Law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s bad faith, negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee, Trustee and each of its directorsagents, officers, agents directors and employees (each an “indemnitee”) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including attorneys fees and expenses) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it Parent’s payment obligations pursuant to this Section 6.7, except with respect to funds held in trust for 4.7 shall survive the benefit termination of the Holders of particular Securitiesthis Agreement. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(78.1(c) or Section 5.1(8)8.1(d) with respect to Parent, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it in connection with its administration of the Trustee in accordance with any provision of this Indenture trust hereunder (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 may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)expense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular Securities. When the Trustee incurs expenses (or renders services in connection with an Event of Default specified in Section 5.1(7premium or Make-Whole Amount, if any) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under interest on particular Securities or any applicable Federal or State bankruptcy, insolvency or other similar lawcoupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee in Dollars for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, or measured by or determined by by, the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(76.1(5) or and Section 5.1(86.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal Federal, state or State foreign bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor agree (1) to pay to the Trustee from time to time such reasonable compensation as agreed in writing by the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including those incurred in connection with any application to the Commission for a stay pursuant to Section 310(b) of the Trust Indenture Act (whether or not granted) and the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including attorneys' fees and expenses) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company and the Guarantor under this Section the Trustee shall have a lien claim prior to the Debt Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7(and premium, if any) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indentureinterest on Debt Securities.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees each predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article Sixteen hereof, and as security for the performance of such obligations, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(7clause (6) or (7) of Section 5.1(8), the 501 shall constitute expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Operating Partnership agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company Operating Partnership and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to To pay to the Trustee from time to time such reasonable compensation as shall be agreed between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) except Except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and. (3) to To indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by any Holder or the Company or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien claim prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesSecurities or any coupons. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(7Sections 5.01(g) or Section 5.1(8through (k), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under the Federal Bankruptcy Code or any applicable Federal similar federal, state or State bankruptcy, insolvency or other similar lawforeign law for the relief of debtors. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of Company's obligations under this Section 6.7 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all losslosses, damagedamages, claimclaims, liability liabilities or expense incurred without negligence or bad faith on its partexpenses, including taxes (other than taxes based upon, measured by by, or determined by the revenue or income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of To secure the Company's payment obligations in this Section 6.07, 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 held in trust to pay principal of or interest on the Securities. The obligations of the Company set forth in this Section 6.07 shall survive any the termination of this IndentureIndenture and the repayment of the securities whether at the Stated Maturity or otherwise.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture and its performance under this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or bad faithwillful misconduct; and (3) to indemnify each of the TrusteeTrustee or any predecessor Trustee and its officers, its directors, officers, agents and employees for, and to hold them it harmless against, any and all losslosses, damageliabilities, claimdamages, liability claims or expense incurred without negligence or bad faith on its part, expenses including taxes (other than taxes based upon, measured by or determined by the revenue earnings or income of the Trustee)) incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The hereunder As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to Notes upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of principal of (and premium, if any) or interest on the Holders of particular SecuritiesNotes. 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 5.1(76.01(6) or Section 5.1(86.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the satisfaction and discharge and termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)faith, 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 against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of 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 an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8)501(6) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code or any applicable Federal or State bankruptcy, insolvency or other similar lawsuccessor statute. The provisions obligations of the Company under this Section 607 shall survive the satisfaction and discharge of this Section shall survive any termination Indenture and the earlier resignation or removal of this Indenturethe Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, Trustee or any predecessor Trustee and its directors, officers, agents and employees for, and to hold them it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities as to Notes upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders 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 5.1(7501(8) or Section 5.1(8501(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation of the Trustee for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company Corporation agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder in such amounts as the Corporation and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the TrusteeTrustee and its officers, its directors, officers, agents and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)faith, 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 against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. [The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of 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 an Event of Default specified in Section 5.1(75.1(4) or Section 5.1(8)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar lawsuccessor statute. The provisions obligations of the Corporation under this Section 6.7 shall survive the satisfaction and discharge of this Section shall survive any termination Indenture and the earlier resignation or removal of this Indenturethe Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, Trustee or any predecessor Trustee or their agents and employees for, and to hold them harmless against, any and all loss, damage, claimclaims, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to , or in connection with enforcing the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to provisions of this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesSection. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1a) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly 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 any such expense, disbursement or advance as may be attributable to its negligence negligence, wilful misconduct or bad faith; and (3c) to indemnify the Trustee, its directors, officers, agents Trustee and employees for, hold it harmless from and to hold them harmless against, any and all loss, damage, claim, liability or expense reasonably incurred without negligence negligence, wilful misconduct or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to other than property and funds held in trust for under Section 703 (except moneys payable to the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified Company as provided in Section 5.1(7) or Section 5.1(8703), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 907 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Each of the Company and the Guarantor, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3c) to indemnify the Trustee, Trustee and its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), their part arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities as to of any series upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, and premium or Interest on or any Additional Amounts with respect to particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as such fees may be adjusted 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 promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the TrusteeTrustee and its officers, its directors, officersemployees, agents and employees any predecessor Trustee for, and to hold them it harmless against, any and all claim, loss, damage, claim, liability or expense including taxes including reasonable attorney’s fees and expenses (other than taxes imposed on the income of the Trustee) incurred without negligence or bad faith willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or (whether asserted by the Company, a Holder or any other Person) liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(5) or Section 5.1(85.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Each of the Company and the Guarantor, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3c) to indemnify the Trustee, Trustee and its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its their part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to of any series upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, and premium or interest on or any Additional Amounts with respect to particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Company Corporation agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company Corporation and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee)) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a first priority lien prior to the Securities as to upon all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of 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 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly 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 may be attributable to its negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all losslosses, damageliabilities, claimdamages, liability claims or expense expenses incurred without negligence or bad faith willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The . (4) To secure the Company's obligation under this Section, the Trustee shall have a lien prior to the Securities upon all money or property held or collected by the Trustee in its capacity as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7Trustee, except with respect to funds for such money and property which is held in trust for the benefit of the Holders of to pay principal (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3c) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee)) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(f) or Section 5.1(8501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claimclaims, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee for any series of Securities from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as shall be agreed upon in writing from time to time by the Company 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 promptly 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 may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees such Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee for any series of Securities shall have a lien prior to the Securities as to all property and funds held by it such Trustee hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of 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 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence negligence, willful misconduct or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to upon all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of 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 5.1(7501(5) or Section 5.1(8501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities as to on all money or property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds that held in trust for to pay principal and interest on the benefit Securities. Such lien shall survive the resignation or removal of the Holders Trustee and the satisfaction and discharge of particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.1(7Sections 5.01(e) or Section 5.1(8)5.01(f) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions foreign, federal or state law for the relief of this Section shall survive any termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(e) or Section 5.1(8f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Section shall survive any Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, Trustee (and its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company Operating Partnership agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company Operating Partnership and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable reason able compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for -41- 51 the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence own negligence, wilful misconduct or bad faith; and (3) to fully indemnify the Trustee, Trustee (and its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee)) and reasonable legal fees and expenses, incurred without negligence, wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive any the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the TrusteeTrustee or any predecessor trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection connec- tion with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(6) or Section 5.1(85.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities as to on all money or property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds that held in trust for to pay principal and interest on the benefit Securities. Such lien shall survive the resignation or removal of the Holders Trustee and the satisfaction and discharge of particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.1(75.01(f) or Section 5.1(8)and 5.01(g) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions foreign, federal or state law for the relief of this Section shall survive any termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision provisions of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinherein or in an agreement between the Company and the Trustee, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, nominees, custodians and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify the TrusteeTrustee and its officers, its directors, officers, employees and agents and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to Debentures upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesDebentures. The obligations of the Company under this Section shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(4) or Section 5.1(85.1(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or bad faithwillful misconduct, and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and (3) to indemnify the Trustee, its directors, officers, agents and employees Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to notify the Securities as to all property and funds held by Company promptly of any claim for which it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securitiesmay seek indemnity. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(4) or Section 5.1(8(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities. The provisions of this Section 607 shall survive any the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to a breach by the Trustee of the applicable standard of care for its negligence or bad faithconduct; and (3) to indemnify the Trustee, its directors, officers, agents and employees each of Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by on the revenue or income of the Trustee)) incurred without a breach by the Trustee of the applicable standard of care for its conduct, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, herein to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all losslosses, damagedamages, claimclaims, liability liabilities or expense incurred without negligence or bad faith on its partexpenses, including taxes (other than taxes based upon, measured by by, or determined by the revenue or income of the Trustee), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Trust agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse 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 to the extent any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)expense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own negligence or bad faith. The 50 As security for the performance of the obligations of the Trust under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular Securities. When the Trustee incurs expenses (or renders services in connection with an Event of Default specified in Section 5.1(7premium or Make-Whole Amount, if any) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under interest on particular Securities or any applicable Federal or State bankruptcy, insolvency or other similar lawcoupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as is agreed upon in writing, or, if no such agreement exists, reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and shall have a lien therefor on any and all funds at any time held by it under this Indenture for such compensation; (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel, which compensation, expenses and disbursements shall be set forth in sufficient detail), and shall have a lien therefor on any and all funds at any time held by it under this Indenture for such expenses and disbursements, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, Trustee and any predecessor trustee and their agents and employees for, and to hold them harmless against, any and all loss, damagedamages, claimclaims, liability or expense incurred without negligence or bad faith on its part, including taxes (other than any taxes based upon, measured by or determined by the revenue income of, or income of with respect to the fees and compensation to be paid hereunder to, the Trustee), any predecessor trustee or their agents) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder in such amount as the Company and the Trustee shall agree 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 Law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture CVR Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence the Trustee’s negligence, bad faith or bad faithwillful misconduct; and (3c) to indemnify the Trustee, Trustee and each of its directorsagents, officers, agents directors and employees for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense (including attorneys fees and expenses) incurred without negligence or bad faith or willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it Company’s payment obligations pursuant to this Section 6.7, except with respect to funds held in trust for 4.7 shall survive the benefit termination of the Holders of particular Securitiesthis CVR Agreement. When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default a Breach specified in Section 5.1(78.1(c) or Section 5.1(8)8.1(d) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and money held or collected by the Trustee as such, except money held in trust for the payment of principal of (or premium, if any) or interest or Additional Amounts on particular Securities or any coupons. The provisions of this Section 606 shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, accountants, experts and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, Trustee (and its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses -------------- -------------- (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have is hereby granted a security interest in and a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the ----------- benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (except taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim whether against the Company, a Holder or any other person or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.the

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder in accordance with the agreement between the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its written 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)) as detailed in such request, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify the Trustee, its officers, directors, officers, employees and agents and employees for, and to hold it and them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its or their part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The ; and (4) to secure the Company's payment obligations in this Section 6.7, the Trustee shall have a lien Lien prior to the Securities as to Notes on all money or property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds that money and property held in trust for to pay principal and interest on particular Notes. Such Lien shall survive the benefit satisfaction and discharge of the Holders of particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(6) or Section 5.1(85.1(7), the expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesIssuers agree, jointly and severally, (1a) to pay to the Trustee from time to time such reasonable compensation as the Company Issuers 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any 60 68 provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except for any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct. The Trustee agrees to repay such expenses, disbursements and advances attributable to its negligence, bad faithfaith or willful misconduct upon the entry of a final nonappealable determination that the Trustee engaged in negligence, bad faith or willful misconduct; and (3c) to indemnify the Trustee, Trustee (and its directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or negligence, bad faith or willful misconduct on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(d) or Section 5.1(8)5.01(e) in the case of the Company, the Co-Obligor or any Significant Subsidiary, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. Any Paying Agent or Authenticating Agent appointed hereunder shall be entitled to the benefits of Section 6.07(c) as if the indemnity set forth therefor were specifically afforded to such Paying Agent or Authenticating Agent. The provisions of this Section shall survive any the termination of this Indenture or the earlier resignation or removal of the Trustee, any Paying Agent or any Authenticating Agent, as the case may be. The obligations of the Issuers under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Issuers, 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, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or interest with respect to particular Securities.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities as to on all money or property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds that held in trust for to pay principal and interest on the benefit Securities. Such lien shall survive the resignation or removal of the Holders Trustee and the satisfaction and discharge of particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.1(75.01(e) or Section 5.1(8)and 5.01(f) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions foreign, federal or state law for the relief of this Section shall survive any termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the TrusteeTrustee and its officers, its directors, officers, agents and employees for, and to hold it and them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its or their part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Fifteen. As security for the performance of those obligations, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.1(d) or Section 5.1(85.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive any the resignation or removal of the Trustee and the termination or satisfaction and discharge of this IndentureIndenture and the Legal Defeasance of the Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence [any act for which the Trustee shall have been adjudged negligent or to have acted in bad faith]; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred incurred, [except for gross negligence or actions taken in bad faith] without negligence or bad faith on its own part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a 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 (or premium, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for of the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), ; the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company Each of the ------------------------------- Issuers and the Guarantor agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as the Company and shall be agreed in writing with 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); (2b) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(e) or Section 5.1(8501(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended intended, to the extent permitted by applicable law, to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its partexpense, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for of the benefit of the Holders of particular Securities. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), ; the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Company agrees (1) Trustee shall receive compensation for fees and reimbursement for expenses pursuant to pay to Section 2.05, Section 6.12, Section 7.03(a)(iii), Section 7.03(d)(ix), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such reasonable compensation as the Company and any director, officer, employee or agent of the Trustee shall from time be indemnified by the Trust and held harmless against any loss, liability, or "unanticipated out-of-pocket" expense incurred or paid to time agree in writing for all services rendered by it hereunder third parties (which compensation expenses shall not be limited by any provision of law in regard include salaries paid to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinemployees, to promptly reimburse the Trustee upon its request for all reasonable expensesor allocable overhead, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or ) in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. The Trustee All such amounts described in the preceding sentence shall have a lien prior to the Securities be payable as to all property and funds held by it hereunder for any amount owing to it pursuant to this provided in (A) Section 6.7, except 7.03(a)(iii) with respect to funds such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(d)(ix) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in trust performing its duties as Tax Matters Person for the benefit REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses performance of its counsel) and the compensation duties as Tax Matters Person for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawREMIC created hereunder. The provisions of this Section 10.07 shall survive any the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company agrees agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and and (3) to indemnify the Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(8) or Section 5.1(85.01(9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinto pay the reasonable fees and expenses of the Trustee's counsel in connection with reviewing, revising, executing and delivering this Indenture and related documentation on the date of execution hereof, and upon executing any amendments or supplements hereto; (3) to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or the Security Documents (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (34) to indemnify the Trustee (which, for the purposes of this Section 607, shall include the Trustee, its 's directors, officers, agents employees and employees agents) for, and to hold them it harmless against, any and all loss, damageliability, claimcost, liability claim or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of (directly or indirectly) or in connection with the acceptance or administration of this trusttrust and the performance of any duty or obligation imposed upon it herein or in the Security Documents or by reason of the issuance of the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to hereunder or under the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Security Documents. (5) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(11) or Section 5.1(8(12), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Insolvency Law. (6) This Section shall survive any the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse 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 to the extent any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify each of the Trustee, its Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees for, and to hold each of them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee)expense, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 5.1(7501(6) or Section 5.1(8and (7), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive any the termination of this IndentureIndenture or the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesand the Guarantors, jointly and severally, agree: (1) to pay to the Trustee from time to time reasonable such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, Trustee or any predecessor Trustee and their agents and employees for, and to hold them harmless against, any and all loss, damagedamages, claimclaims, liability or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), incurred without negligence or bad faith on its part (as determined by a court of competent jurisdiction in a final, nonappealable judgment), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section. The As security for the performance of the obligations of the Company and the Guarantors under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(8(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company’s and the Guarantors’ obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Section shall survive any Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing by the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claim, liability claim or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior Without limiting any rights available to the Securities as to all property and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7Trustee under applicable law, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(6) or Section 5.1(8501(7), the expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. To secure the Company's payment obligations under this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee as such, except money or property held in trust to pay the principal of or interest on particular Securities. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee parties shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee, its directors, officers, Trustee or any predecessor Trustee and their agents and employees for, and to hold them it harmless against, any and all loss, damageliability, claim, liability damage or expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by upon the revenue or income of the Trustee)) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuer under this Section the Trustee shall have a lien prior to the Securities as to upon all property and funds held or collected by it hereunder for any amount owing to it pursuant to this Section 6.7the Trustee, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.1(7clause (5) or (6) of Section 5.1(8)6.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 7.07 shall survive any the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents and employees Trustee or any predecessor Trustee for, and to hold them it harmless against, any and all loss, damage, claimclaims, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.7607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7501(4) or Section 5.1(8501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.

Compensation and Reimbursement. The Company covenants and agrees: (1) to pay to the Trustee from time to time such reasonable compensation as the Company time, and the Trustee shall from time to time agree in writing be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee, its officers, directors, officers, employees and agents and employees (“Indemnified Parties”) for, and to hold each of them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence or bad faith willful misconduct on its an Indemnified Party’s part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself the Indemnified Parties against any claim or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to Notes upon all property and funds held by it hereunder for any amount owing to it or any retiring Trustee pursuant to this Section 6.75.07, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesNotes. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in clause (3) of Section 5.1(7) or Section 5.1(8)4.01, the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency insolvency, reorganization, or other similar law. The provisions of this Section shall survive any the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay pay, or cause to be paid, to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faithfaith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; andand 61 (3) to indemnify the Trustee, its directors, officers, agents Trustee pursuant to Sections 8.1 and employees for8.3 of each Financing Agreement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to hold them harmless againstthe Certificates upon, the Trust Property for any and all loss, damage, claim, liability or expense tax incurred without negligence or negligence, bad faith or willful misconduct, on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustsuch Trust (other than any tax attributable to the Trustee's compensation for serving as such), including the any costs and expenses of defending itself against any claim or liability incurred in connection with contesting the exercise or performance imposition of any such tax. If the Trustee reimburses itself from the Trust Property of its powers or duties hereunder. The Trustee shall have such Trust for any such tax, it will mail a lien prior to brief report within 30 days setting forth the Securities as circumstances thereof to all property Certificateholders as their names and funds held by it hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held addresses appear in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any termination of this IndentureRegister.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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);; 48 40 (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers, agents Trustee and employees any predecessor Trustee for, and to hold them it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether against the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.76.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(75.01(5) or Section 5.1(85.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive any the termination of this Indenture.