Common use of Compensation and Expenses of Trustee Clause in Contracts

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Supplemental Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Supplemental Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSupplemental Indenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, recklessness the Trustee, if and to the extent authorized by a receivership or bad faithbankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith or willful misconduct on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in and enforcing the premisesprovisions of this Section 7.06. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company’s obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction and discharge of this Indenture and any resignation Securities are hereby made subordinate on all money or removal of property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcybankruptcy law. The Company’s obligations under this Section 7.06 shall survive satisfaction and discharge of the Indenture, insolvency payment of the Securities and any resignation or similar lawsremoval of the Trustee hereunder.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), Section 6.01(f) or Section 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debt Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notessuch Debt Securities. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company’s obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction and discharge of this Indenture and any resignation Securities are hereby made subordinate on all money or removal of property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsbankruptcy law.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.13) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damagedamages, claim claim, action, suit, cost or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) of any kind and nature whatsoever incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any a Holder of Securities or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and the termination of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer also covenants Company and the Guarantors, jointly and severally, covenant and agree to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture and the enforcement of this Indenture (including this Section 7.06) or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any a Holder or any other Person) of liability in the premises. The obligations of the Issuer Company and the Guarantors under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The obligation Trustee’s right to receive payment of the Issuer any amounts due under this Section 7.06 shall not be made expressly subordinate to any other liability or indebtedness of the Company. The obligations of the Company and the Guarantors under this Section 7.06 shall survive the satisfaction and discharge of this Indenture Indenture, final payment of the Notes and any the earlier resignation or removal of the Trustee. When The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(h) or 6.01(g) occurs with respect to the IssuerCompany, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company, as issuer of Securities under this Indenture, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and or any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.6 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.1(d) or 6.01(g) with respect to the IssuerSection 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company's obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction and discharge of this Indenture and any resignation Securities are hereby made subordinate on all money or removal of property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsbankruptcy law.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(f), 6.01(f6.01(g) or 6.01(g6.01(h) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer MAALP covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer MAALP and the Trustee, and the Issuer MAALP will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer MAALP also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerMAALP, any Holder or any other Person) of liability in the premises. The obligations of the Issuer MAALP under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer MAALP under this Section 7.06 and the resulting lien shall survive the satisfaction and discharge of this Indenture and Indenture, including any termination or rejection hereof under any Bankruptcy Law, or the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(f), 6.01(f6.01(g) or 6.01(g6.01(h) hereof with respect to the IssuerMAALP occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Guarantor covenants and agrees to pay to the Preferred Securities Guarantee Trustee from time to time, and the Preferred Securities Guarantee Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Guarantor and the Preferred Securities Guarantee Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Guarantor will pay or reimburse the Preferred Securities Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Preferred Securities Guarantee Trustee in accordance with any of the provisions of this Indenture Preferred Securities Guarantee (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Guarantor also covenants to indemnify each of the Preferred Securities Guarantee Trustee and or any predecessor Preferred Securities Guarantee Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Preferred Securities Guarantee Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Preferred Securities Guarantee Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunderguarantee, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.13) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damagedamages, claim claim, action, suit, cost or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) of any kind and nature whatsoever incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any a Holder of Securities or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive the resignation or removal of the Trustee and the termination of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer covenants and agrees the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and or the Trustee, and the Issuer Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with or on behalf of it pursuant to any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer and the Guarantor also covenants covenant to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersits part, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer and the Guarantor under this Section 7.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness, if any, shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsSecurities.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses (including reasonable attorneys' fees and expenses) of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses (including reasonable attorneys' fees and expenses), disbursements and advances shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeTrustee and the satisfaction and discharge or termination of this Indenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(j) or 6.01(gSection 7.01(k) with respect to the IssuerCompany occurs, the expenses (including reasonable attorneys' fees and expenses) and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesDebentures. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(g), 6.01(f6.01(h) or 6.01(g6.01(i) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than franchise taxes and taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its or their powers or duties hereunder. The obligations of If the Issuer under this Section 7.06 Company fails to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances under this Section 9.06, the Trustee's claim shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(i) or 6.01(gSection 8.01(j) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered as shall be agreed to from time to time in writing by it hereunder in any capacity the Issuer, the Guarantor and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and or the Trustee, and the Issuer Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer and the Guarantor also covenants covenant and agree to fully indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense expense, including taxes (other than taxes based on the income income, gains, wealth or similar criteria of the Trustee) incurred without negligencenegligence or willful misconduct on its part, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer and the Guarantor under this Section 7.06 to compensate or and indemnify the Trustee and its agents and counsel and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e4.1(f), 6.01(f(g), (h), (i), (j) or 6.01(g) with respect to the Issuer(k), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable bankruptcy, insolvency insolvency, reorganization or other similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(i), 6.01(f6.01(j) or 6.01(g6.01(k) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company, as borrower, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and or any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (regardless of whether asserted by the IssuerCompany, any a Security Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and Without prejudice to any resignation or removal of the Trustee. When other rights available to the Trustee and its agents and any authenticating agent incur under applicable law, when the Trustee incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer covenants Company and agrees the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing among the Company, the Guarantor and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company and the Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.14) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company and the Guarantor also covenants covenant to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) ), incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any Holder the Guarantor, a holder of Securities or any other Person) of liability in the premises. The obligations of the Issuer Company and the Guarantor under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive the resignation or removal of the Trustee and the termination of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the resignation or removal of the Trustee and satisfaction and discharge of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. If any property shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities and any coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company’s obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction and discharge of this Indenture and any resignation Securities are hereby made subordinate on all money or removal of property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency bankruptcy law. The Trustee’s rights under this Section 7.06 shall survive (i) its removal or similar lawsresignation or (ii) termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 9.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), ) in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith or willful misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(e) or 6.01(g(f) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer ------------------------------------ covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered as shall be agreed to from time to time in writing by it hereunder in any capacity the Issuer and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as mutually agreed to from time to time in writing between the Issuer and the Trusteeotherwise expressly provided, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersits part, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any the Guarantor, a Holder or any other Person) of or liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f4.1(e) or 6.01(g) with respect to the IssuerSection 4.1(f), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawslaw.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(g), 6.01(f6.01(h) or 6.01(g6.01(i) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to Company shall pay to the Trustee and the Notes Collateral Agent from time to time, time compensation for its services hereunder and under the Notes and the other Note Documents as the Company and the Trustee and the Notes Collateral Agent shall be entitled to, such from time to time agree in writing. The Trustee’s compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or . The Company shall reimburse the Trustee and the Notes Collateral Agent upon its request for all reasonable expenses incurred or made by it, in any capacity under the Note Documents, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances reasonably incurred or made by of the agents, counsel, accountants and experts of the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expenseNotes Collateral Agent, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faithapplicable. The Issuer also covenants to Company and Guarantors, jointly and severally, shall indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee)Notes Collateral Agent, in any capacity under this Indenture and the Note Documents and any authenticating agent forother document or transaction entered into in connection herewith, and their directors, officers, employees and agents, and to hold them harmless against, against any and all loss, liability, damagedamages, claim claims or reasonable expense expense, including taxes (other than taxes based on upon the income of the TrusteeTrustee or the Notes Collateral Agent) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, willful misconductas determined by a final nonappealable order of a court of competent jurisdiction, recklessness or bad faith on the its part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any and the performance of its duties hereunder and under the other capacity hereunderNote Documents, including the reasonable costs and expenses of enforcing this Indenture (including this Section 7.06) and the other Note Documents and of defending themselves itself against any claim claims (whether asserted by any Holder, the IssuerCompany or otherwise). The Trustee or Notes Collateral Agent, as applicable, shall notify the Company promptly of any Holder or any other Person) claim for which it may seek indemnity of liability which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the premisesdefense. The Trustee and the Notes Collateral Agent, as applicable, may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided that the Company shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s or Notes Collateral Agent’s, as applicable, defense, and, in the reasonable judgment of outside counsel to the Trustee or Notes Collateral Agent, as applicable, there is no conflict of interest between the Company and the Trustee or Notes Collateral Agent, as applicable, in connection with such defense; provided further that, the Company shall be required to pay the reasonable fees and expenses of such counsel in evaluating such conflict. To secure the Company’s payment obligations of the Issuer under in this Section 7.06 to compensate or indemnify 7.06, the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by have a lien prior to that of the Notes upon on all money or property and funds held or collected by the Trustee as such, except funds other than money or property held in trust for the benefit to pay principal of the Holders of and interest on particular Notes. The obligation of the Issuer under this Section Such lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee or the Notes Collateral Agent. The Trustee’s and Notes Collateral Agent’s respective right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture, final payment of the Notes and any resignation or removal of the Trustee under Section 7.09 or Notes Collateral Agent under Section 9.07(f). The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(i) or 6.01(gSection 6.01(j) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesNotes of the applicable series. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws. Section 7.07.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants and agrees to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any a Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be made expressly subordinate to any other liability or indebtedness of the Company. The obligation of the Issuer Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture Indenture, final payment of the Notes and any the earlier resignation or removal of the Trustee. When The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(h) or 6.01(gSection 6.01(i) occurs with respect to the IssuerCompany, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, recklessness the Trustee, if and to the extent authorized by a receivership or bad faithbankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) claims of liability in and enforcing the premisesprovisions of this Section 7.06. The obligations Trustee shall have no liability or responsibility for any action or inaction on the part of any paying agent, Security Registrar or successor trustee. The Trustee shall notify the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee Company promptly of any claim for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected which it may seek indemnity. Failure by the Trustee as such, except funds held in trust for to so notify the benefit Company shall not relieve the Company of its obligations hereunder to the extent failure of the Holders of particular NotesTrustee to notify the Company has not materially and adversely affected the liability under any claim for which it may seek indemnity. The obligation of the Issuer Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any the earlier resignation or removal of the Trustee. When The Company need not pay for any settlement made without its consent. The indemnification provided in this Section 7.06 shall, to the extent permitted by law, extend to the officers, directors and employees of the Trustee. To secure the Company’s obligations under this Section, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsbankruptcy law.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable out-of-pocket compensation and the reasonable out-of-pocket expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify and hold harmless the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable out-of-pocket expense including taxes (other than taxes based on the income of the Trustee) and the reasonable out-of-pocket compensation and the reasonable out-of-pocket expenses and disbursements of its counsel incurred without gross negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable out-of-pocket costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable out-of-pocket expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any Indenture, and/or removal or resignation or removal of the Trustee. Trustee shall have no liability or responsibility for the action or inaction of any Depositary, Quotation Agent or any other such party acting in connection herewith. When the Trustee (in any capacity) and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(f), 6.01(f6.01(g) or 6.01(g6.01(h) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee (in any capacity) upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, gross negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, suit or proceeding at law or in equity, damage, claim liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such Trustee, its officers, directors, employees attorneys, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture (including, without limitation, attorneys’ fees and expenses and the costs of enforcement of this Indenture or any provision hereof) or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Issuer Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture Indenture, the payment of the Notes and any the earlier resignation or removal of the Trustee. When The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(i) or 6.01(gSection 6.01(j) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and ------------------------------------ agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to fully indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee)) and any predecessor Trustee, in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or reasonable expense (including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity accordance with the fee schedule of the Trustee (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon, measured or determined by, the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company’s obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction and discharge of this Indenture and any resignation Securities are hereby made subordinate on all money or removal of property held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsbankruptcy law.

Compensation and Expenses of Trustee. The Issuer Company and the Guarantor (without duplication) each covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered as shall be agreed to in writing by it hereunder in any capacity the parties hereto (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company and the Guarantor (without duplication) will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise that arises from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company and the Guarantor each also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without ), except to the extent such loss, damage, claim, liability or expense results from the negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officersindemnitee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company and the Guarantor under this Section 7.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable documented expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebt Securities. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and Without prejudice to any resignation or removal of the Trustee. When other rights available to the Trustee and its agents and any authenticating agent incur under applicable law, when the Trustee incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(eclause (d), 6.01(f(e) or 6.01(g(g) with respect to the Issuerof Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable United States federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer Corporation, as issuer of Notes under this Indenture, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Corporation and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) ), except to the extent any such expense, disbursement or advance as may arise arises from its negligence, bad faith or willful misconduct, recklessness or bad faith. The Issuer also Corporation covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, action, suit, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith or willful misconduct on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premisesliability. The obligations of the Issuer Corporation under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The obligation provisions of the Issuer under this Section 6.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses the defeasance or render services after an Event other termination of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsthis Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company and the Trustee shall agree upon in any capacity writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) employ except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liabilityliability or expense, damage, claim or reasonable expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any Holder the Holders or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee and such predecessor Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company under this Section 7.06 9.06 to compensate or indemnify the Trustee (or any predecessor Trustee) and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section and such lien shall survive the satisfaction and discharge of this Indenture and any Indenture, the resignation or removal of the TrusteeTrustee and the termination of this Indenture for any reason. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(i) or 6.01(g(j) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. (a) PWG shall pay (or make available to the Trustee to pay) any federal, state, local or other taxes (including withholding taxes) imposed or levied with respect to the corpus or income of Trust I or any part thereof under existing or future laws, and PWG, in its discretion, may contest the validity or amount of any transaction cost or any tax assessment, claim or demand respecting Trust I or any part thereof. The Issuer covenants Trustee shall maintain such records and agrees shall deliver such reports to PWG as may be necessary to permit the proper allocation of taxes among investments and the proper payment of taxes by PWG. (b) PWG shall pay directly (and not from the assets of Trust I) to the Trustee from time to time, and the Trustee time such reasonable compensation for its services as trustee as shall be entitled to, such compensation for all services rendered agreed upon by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer PWG and the Trustee. Prior to the occurrence of a Change in Control, PWG shall also pay the reasonable and the Issuer will pay or reimburse necessary expenses (including reasonable fees of counsel engaged by the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably pursuant to Section 8(b) of this Trust Agreement) incurred or made by the Trustee in accordance the performance of its duties under this Trust Agreement; provided, however, that the aggregate amount of any legal expenses incurred in any calendar year by the Trustee under Trust I and any other trust between PWG and the Trustee that is established in whole or in part to fund PWG's obligations under the Deferred Compensation Agreement or any similar agreement with any other executive of the provisions of this Indenture (including the reasonable compensation PaineWebber and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants that are reimbursable to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim Section 9(b) or reasonable expense including taxes (other than taxes based on the income corresponding section of each trust agreement entered into by the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or parties hereto in connection with any such other trust shall not exceed $5,000, unless (i) the acceptance Trustee has delivered written notice ("Notice") to PWG at least ten business days prior to the date on which such legal fees or administration expenses are to be incurred or such other time as may be agreeable by the parties and (ii) PWG has not notified the Trustee in writing of its objection to the Trustee incurring such expenses prior to the expiration of such ten-business-day period. To constitute Notice for purposes of the previous sentence, the writing from the Trustee to PWG shall specify in reasonable detail (i) the expenses to be incurred, (ii) the reason or reasons why the Trustee believes it is necessary to incur such expenses, (iii) the anticipated amount of such expenses and (iv) the legal counsel who will be paid any amounts for which reimbursement will be sought by the Trustee under this trust Section 9(b). If PWG notifies the Trustee in writing of its objection to any expenses described in the Notice prior to the expiration of the ten-business-day period, such expense shall not be reimbursable to the Trustee either from the assets of Trust I or from PWG, regardless of whether the Trustee determines to incur such expense. The ten-business-day notice period described above shall begin on the date the Notice is received by PWG. Any compensation and expenses which are otherwise reimbursable under this Section 9(b) and which are not paid by PWG may be deducted by the Trustee from the assets of Trust I. If the Trustee satisfies such obligations out of the assets of Trust I, PWG shall immediately, upon demand by the Trustee, deposit into Trust I a sum equal to the amount paid by Trust I. (c) During the Change in any other capacity hereunderControl Period, including PWG shall pay the reasonable costs and necessary expenses (including, without limitation, the reasonable fees and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Personlegal counsel and consultants) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected incurred by the Trustee as such, except funds held in trust for the benefit performance of the Holders of particular Notes. The obligation of the Issuer its duties under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsTrust Agreement.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise that arises from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without ), except to the extent such loss, damage, claim, liability or expense results from the negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officersindemnitee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable documented expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebt Securities. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and Without prejudice to any resignation or removal of the Trustee. When other rights available to the Trustee and its agents and any authenticating agent incur under applicable law, when the Trustee incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(eclause (e), 6.01(f(f), (g), (h) or 6.01(g(i) with respect to the Issuerof Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture. Notwithstanding anything in this Indenture or any Debt Security to the contrary, the Trustee shall have no obligation whatsoever to advance funds to pay any principal of or interest on or other amounts with respect to the Debt Securities or otherwise advance funds to or on behalf of the Company.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debt Securities of such series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notessuch Debt Securities. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsIndenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, own negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and any predecessor Trustee the Agents (or any officerand their respective officers, director or employee of the Trusteedirectors and employees), in any capacity under this Indenture and any authenticating agent their respective agents for, and to hold each of them harmless from and against, any and all loss, liability, claim, damage, claim cost or reasonable expense expense, including fees and expenses of counsel, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the its own part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with this Indenture, the Notes, the acceptance or administration of this trust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any a Holder or any other Person) of or liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. The obligations of the Issuer Company under this Section 7.06 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the payment of the Notes, the satisfaction and discharge of this Indenture, the termination for any reason of this Indenture and any and/or the resignation or removal of the Trustee. When the Trustee and its agents Trustee, any Agent, and any authenticating agent of their respective agents incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(i) or 6.01(gand 6.01(j) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company and the Guarantors, jointly and severally, also covenants covenant and agree to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture and the enforcement of this Indenture (including this Section 7.06) or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any the Guarantors, a Holder or any other Person) of liability in the premises. The obligations of the Issuer Company and the Guarantors under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be made expressly subordinate to any other liability or indebtedness of the Company or the Guarantors. The obligation of the Issuer Company and the Guarantors under this Section 7.06 shall survive the satisfaction and discharge of this Indenture Indenture, final payment of the Notes and any the earlier resignation or removal of the Trustee. When The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(i) or 6.01(gSection 6.01(j) occurs with respect to the IssuerCompany, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or the enforcement of this Indenture (including this Section 11.07) or in any other capacity hereunderhereunder (including, without limitation, in respect of any payment of the Redemption Price in connection with the ability of Holders to surrender Notes for exchange during the period specified in Section 7.01(d), as the case may be, in connection with the Issuer’s election to effect a Tax Redemption or a Provisional Redemption, as the case may be), including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any the Parent, a Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 11.07 shall survive the satisfaction and discharge of this Indenture and any the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g9.01(a)(ix) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from be attributable to its own negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than franchise taxes and taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its or their powers or duties hereunder. The obligations of If the Issuer under this Section 7.06 Company fails to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances under this Section 9.06, the Trustee's claim shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(k) or 6.01(gSection 8.01(l) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered as shall be agreed to from time to time in writing by it hereunder in any capacity the Issuer and the Guarantor and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and or the Trustee, and the Issuer Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer and the Guarantor also covenants covenant to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim or reasonable expense expense, including taxes (other than taxes based on the income income, gains, wealth or similar criteria of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersits part, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer and the Guarantor under this Section 7.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e4.1(f), 6.01(f(g), (h), (i), (j) or 6.01(g(k) with respect to the Issuer, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable bankruptcy, insolvency insolvency, reorganization or other similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including Section 8.6) and of defending themselves against any claim (whether asserted by any Noteholder or the Issuer, any Holder or any other PersonCompany) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The Trustee's right to receive payment of any amounts due under this Section 8.6 shall not be subordinate to any other liability or indebtedness of the Company (even though the Notes may be so subordinated). The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the removal or resignation of the Trustee and the satisfaction and discharge of this Indenture and any with respect to the performance of the Trustee under this Indenture prior to such removal or resignation or removal of the Trusteesatisfaction and discharge. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(g), 6.01(f6.01(h) or 6.01(g6.01(i) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to fully indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee)) and any predecessor Trustee, in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or reasonable expense (including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee and such predecessor Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith or willful misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee (or any predecessor Trustee) and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesHolders. The obligation of the Issuer Company under this Section and such lien shall survive the satisfaction and discharge of this Indenture and any Indenture, the resignation or removal of the TrusteeTrustee and the termination of this Indenture for any reason. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(e) or 6.01(g(f) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation obligations of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(h) or 6.01(gSection 7.01(i) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. Bond Registrar, Paying ------------------------------------------------------------ Agents, Tender Agent, Remarketing Agent, Bank, Credit Provider and Agency. ------------------------------------------------------------------------- The Issuer covenants and agrees to pay Lessee shall, to the Trustee from time to timeextent not paid out of the proceeds of the Bonds as financing expenses, pay the following annual fees, charges and expenses and other amounts (i) the initial and annual fees of the Trustee shall be entitled tofor the ordinary services of the Trustee rendered and its ordinary expenses incurred under the Indenture, such compensation including fees and expenses as Bond Registrar and in connection with preparation of new Bonds upon exchanges or transfers or making any investments in accordance with the Indenture, (ii) the reasonable fees and charges of the Trustee and any Paying Agents on the Bonds for all acting as paying agents as provided in the Indenture, including the reasonable fees of its counsel, (iii) the reasonable fees and charges of the Trustee for extraordinary services rendered by it hereunder in any capacity (which shall not be limited and extraordinary expenses incurred by any provision of law in regard to it under the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunderIndenture, including reasonable counsel fees, (iv) the reasonable fees, costs and expenses of defending themselves against the Bond Registrar, the Tender Agent, the Remarketing Agent, the Bank (and its Issuing Agent, if any) and the Credit Provider, if any, (v) the fees, costs and expenses (including reasonable legal, accounting and other administrative expenses) of the Agency, (vi) the fees and expenses of the Rating Agencies, and (vii) except to the extent of amounts deposited in the Reimbursement Account of the Lease Payments Fund, any claim (whether asserted such other amounts payable by the IssuerLessee under the Reimbursement Agreement. The Lessee shall further pay the fees, costs and expenses of the Agency together with any Holder fees and disbursements incurred by the Agency's Bond Counsel and General Counsel in performing services for the Agency in connection with this Agreement or the Indenture or any other Person) of liability in Security Document. On the premises. The obligations date of the Issuer under this Section 7.06 to compensate or indemnify the Trustee initial sale and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that delivery of the Notes upon all property and funds held or collected by Series 2002 Bonds, the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section Lessee shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect pay to the IssuerAgency, the expenses and the compensation for the services are intended to constitute reasonable expenses Agency acknowledges receipt of, its administration fee of administration under any bankruptcy, insolvency or similar laws$22,000.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses (including reasonable attorneys' fees and expenses) of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premises. The obligations exercise or performance of the Issuer under this Section 7.06 to compensate any of its powers or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notesduties hereunder. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeTrustee and the satisfaction and discharge or termination of this Indenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(i) or 6.01(gSection 7.01(j) with respect to the IssuerCompany occurs, the expenses (including reasonable attorneys' fees and expenses) and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(g), 6.01(f6.01(h) or 6.01(g6.01(i) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), ) in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith or willful misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g(f) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence, own negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(e) or 6.01(g(f) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to timetime as agreed in writing, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable fees, expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, expenses and disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), Section 6.01(f) or Section 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee Trustee, in any capacity under this Indenture, from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from are attributable to its own gross negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its officers, directors, employees and agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee and any and all franchise taxes of the Trustee) incurred without gross negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section ‎Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of ‎Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this ‎Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Issuer Company under this Section ‎Section 7.06 shall survive the satisfaction and discharge of this Indenture and any the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f‎Section 6.01(h) or 6.01(g‎Section 6.01(i) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to timetime as agreed in writing, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable fees, expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense (including the costs and expenses of enforcing the terms of this Indenture and the indemnifications provided herein (whether asserted by the Issuer, any Holder or any other Person) and taxes (other than taxes based on the income of the Trustee)) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, expenses and disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), Section 6.01(f) or Section 6.01(g) hereof with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to fully indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee)) and any predecessor Trustee, in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or reasonable expense (including taxes (taxes, other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The Company's obligations of the Issuer under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The Company's obligation of the Issuer under this Section 8.6 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(g), 6.01(f(h) or 6.01(g(i) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, to such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall have been caused by its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense expense, including taxes (other than taxes based on upon, measured by, or determined by the income of the Trustee) ), incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 7.03, funds held in trust herewith for the benefit of the Holders holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 8.06 shall not be subordinate to any other liability or indebtedness of the Company (even though the Notes may be so subordinated). The obligation of the Issuer Company under this Section 8.06 shall survive the satisfaction and discharge of this Indenture and any the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 8.06 shall extend to the officers, directors, agents and employees of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(i) or 6.01(gSection 7.01(j) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled toreceive, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company and the Subsidiary Guarantor, jointly and severally, also covenants covenant to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses (including reasonable attorneys’ fees and expenses) of defending themselves against any claim (whether asserted by the IssuerCompany, the Subsidiary Guarantor, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The respective obligations of the Issuer Company and the Subsidiary Guarantor under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses (including reasonable attorneys’ fees and expenses), disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company and the Subsidiary Guarantor under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeTrustee and the satisfaction and discharge or termination of this Indenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.01(h) or 6.01(gSection 7.01(i) with respect to the IssuerCompany occurs, the expenses (including reasonable attorneys’ fees and expenses) and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants Company and agrees the Guarantor, jointly and severally, covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing among the Company, the Guarantor and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company and the Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.14) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company and the Guarantor also covenants covenant to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) ), incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any Holder the Guarantor, a holder of Securities or any other Person) of liability in the premises. The obligations of the Issuer Company and the Guarantor under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive the resignation or removal of the Trustee and the termination of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeSecurities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the resignation or removal of the Trustee and satisfaction and discharge of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 8.14) except any such expense, disbursement or advance as may arise from its negligencegross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, willful misconduct, recklessness or bad faithnonappealable judgment. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officersas determined by a court of competent jurisdiction in a final, directors, employees or authenticating agent, as the case may be, nonappealable judgment and arising out of or in connection with this Indenture, including the acceptance or administration of this trust trust, or in any other capacity the performance of its duties hereunder, including the reasonable current payment of all costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular NotesDebt Securities. The obligation of the Issuer In addition to, but without prejudice to its other rights under this Section shall survive the satisfaction and discharge of this Indenture and any resignation indenture or removal of the Trustee. When available to the Trustee and its agents and any authenticating agent incur under applicable law, when the Trustee incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f7.01(g) or 6.01(g) with respect to the IssuerSection 7.01(h), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawslaw. “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The provisions of this Section shall survive the termination of this Indenture, the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.” SECTION 3.08 Amendment of Section 15.04

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 7.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesNotes in connection with a redemption or repurchase of Notes pursuant to Article 3, a satisfaction or discharge of this Indenture pursuant to Article II or a conversion of Notes pursuant to Article 13. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.1(i), 6.01(f6.1(j) or 6.01(g6.1(k) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer and the Guarantors, jointly and severally, covenants and agrees to pay to the Trustee, the Collateral Trustee and the Agents from time to time, and the Trustee, Collateral Trustee and Agents shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee, the Collateral Trustee or the Agents, as applicable, and the TrusteeIssuer, and the Issuer and the Guarantors will pay or reimburse the Trustee, Collateral Trustee and the Agents upon its their request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee, Collateral Trustee and Agents in accordance with any of the provisions of this Indenture in any capacity hereunder (including the reasonable compensation compensation, disbursements and expenses of the Trustee’s, Collateral Trustee’s and the reasonable expenses Agent’s and disbursements of its their respective agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligenceshall have been caused by the Trustee’s, the Collateral Trustee’s or the Agent’s gross negligence or willful misconduct, recklessness or bad faithas determined by a final, non-appealable judgment of a court of competent jurisdiction. The Issuer also covenants and the Guarantors, jointly and severally, covenant to indemnify the Trustee, the Collateral Trustee and any predecessor Trustee the Agents (or any officerwhich for purposes of this Section 7.06 shall include their respective officers, director or employee of the Trustee)directors, employees and agents) in any capacity under this Indenture and the Collateral Documents and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or expense (including reasonable expense including taxes (other than taxes based on the income of the Trusteeattorneys’ fees and court costs) incurred without negligencegross negligence or willful misconduct (as determined by a final, willful misconduct, recklessness or bad faith non-appealable judgment of a court of competent jurisdiction) on the part of the Trustee, the Collateral Trustee or such the Agents or their respective officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or the Collateral Documents or in any other capacity hereunderhereunder or thereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any a Holder or any other Person) of or liability in connection with exercise or performance of any of their powers or duties hereunder or of enforcing this Indenture against the premisesIssuer or any of the Guarantors (including this Section 7.06). The obligations of the Issuer and the Guarantors under this Section 7.06 to compensate or indemnify the Trustee, the Collateral Trustee and the Agents and to pay or reimburse the Trustee, the Collateral Trustee and the Agents for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.14, funds held in trust herewith for the benefit of the Holders of particular Notes. The obligation Trustee’s, the Collateral Trustee’s and the Agents’ right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Issuer. The obligations of the Issuer and the Guarantors under this Section 7.06 shall survive the satisfaction and discharge of this Indenture Indenture, final payment of the Notes and any the earlier resignation or removal of the Trustee, the Collateral Trustee, or the Agents. When The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee, the Collateral Trustee and its agents the Agents, as applicable. Without prejudice to any other rights available to the Trustee, the Collateral Trustee or the Agents under applicable law, when the Trustee, the Collateral Trustee, the Agents or their respective agents, and any authenticating agent agent, incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(a)(viii) or 6.01(gSection 6.01(a)(ix) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee and such predecessor Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company under this Section 7.06 9.06 to compensate or indemnify the Trustee (or any predecessor Trustee) and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section and such lien shall survive the satisfaction and discharge of this Indenture and any 60 Indenture, the resignation or removal of the TrusteeTrustee and the termination of this Indenture for any reason. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(i) or 6.01(g(j) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than franchise taxes and taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its or their powers or duties hereunder. The obligations of If the Issuer under this Section 7.06 Company fails to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances under this Section 9.06, the Trustee's claim shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(g) or 6.01(gSection 8.01(h) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from be attributable to its own negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than franchise taxes and taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with the premisesexercise or performance of any of its or their powers or duties hereunder. The obligations of If the Issuer under this Section 7.06 Company fails to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances under this Section 9.06, the Trustee's claim shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(g) or 6.01(gSection 8.01(h) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants Company and agrees the Guarantor, jointly and severally, covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as the Company, the Guarantor and the Trustee shall from time to time agree in any capacity writing (which to the extent permitted by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and Company or the TrusteeGuarantor, and as the Issuer case may be, will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its the Trustee’s negligence, willful misconduct, recklessness misconduct or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Issuer Company and the Guarantor, jointly and severally, also covenants covenant to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim claims, liability or reasonable expense expense, including taxes (other than taxes based on upon or measured or determined by the income of the Trustee) incurred without negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such officersits part, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity the trusts hereunder, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in connection with the premisesexercise or performance of any of its powers or duties hereunder. The obligations of the Issuer Company and the Guarantor under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesSecurities. The obligation of To secure the Issuer Company’s and the Guarantor’s obligations under this Section Section, the Trustee shall survive have a senior claim to which the satisfaction Securities are hereby made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal of (and discharge of this Indenture premium, if any) and any resignation interest or removal of the Trusteeother amounts due on particular Securities. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerDefault, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable bankruptcy, insolvency or similar lawslaw.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and, except as mutually agreed to from time to time in writing between otherwise expressly provided, the Issuer and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, expense disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. If any property other than cash shall at any time be subject to a lien in favor of the Debentureholders, the Trustee, if and to the extent authorized by a receiver or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon, provided that the Trustee shall be under no affirmative duty to make such advances. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officersTrustee, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs cost and expenses of defending themselves itself against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The Company's obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When to pay the Trustee and its agents to pay and any authenticating agent incur expenses or render services after an Event of Default specified in reimburse the Trustee for such expenses, disbursements and advances pursuant to this Section 6.01(e), 6.01(f) or 6.01(g) with respect 8.06 shall not be subordinate to the Issuer, the expenses and the compensation for the services are intended payment of Senior Indebtedness pursuant to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsArticle III.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.14) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damagedamages, claim claim, action, suit, cost or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) of any kind and nature whatsoever incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any a Holder of Surplus Notes or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive the resignation or removal of the Trustee and the termination of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Surplus Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Surplus Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur incurs expenses or render renders services after in connection with an Event of Default specified in Section 6.01(e), 6.01(f5.01(d) or 6.01(g) with respect to the IssuerSection 5.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute reasonable expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawslaw. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder a holder of Notes or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws. The provisions of this Section 8.6 shall not be subject to the subordination provisions of Article Four.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed in any capacity writing between the Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employemploy and arty amounts paid by the Trustee to any Authenticating Agent pursuant to Section 6.13) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Company also covenants to indemnify each of the Trustee and any predecessor Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damagedamages, claim claim, action, suit, cost or reasonable expense expense, including taxes (other than taxes based on the income of the Trustee) of any kind and nature whatsoever incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereundertrust, including the reasonable costs and expenses of defending themselves itself against any claim (whether asserted by the IssuerCompany, any a Holder of Securities or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 6.06 to compensate or and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property constitute additional indebtedness hereunder, and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event the termination of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.this

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or the enforcement of this Indenture (including this Section 11.07) or in any other capacity hereunderhereunder (including, without limitation, in respect of any payment of the Redemption Price in connection with the ability of Holders to surrender Notes for exchange during the period specified in Section 7.01(d), as the case may be, in connection with the Issuer’s election to effect a Tax Redemption or a Provisional Redemption, as the case may be), including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any the Guarantor, a Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 11.07 shall survive the satisfaction and discharge of this Indenture and any the resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g9.01(a)(ix) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesNotes in connection with a redemption or repurchase of Notes pursuant to Article 3, a satisfaction or discharge of this Indenture pursuant to Article II or a conversion of Notes pursuant to Article 13. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(i), 6.01(f6.01(j) or 6.01(g6.01(k) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(h), 6.01(f6.01(i) or 6.01(g6.01(j) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to fully indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee)) and any predecessor Trustee, in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or reasonable expense (including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. (a) PWG shall pay (or make available to the Trustee to pay) any federal, state, local or other taxes (including withholding taxes) imposed or levied with respect to the corpus or income of Trust II or any part thereof under existing or future laws, and PWG, in its discretion, may contest the validity or amount of any transaction cost or any tax assessment, claim or demand respecting Trust II or any part thereof. The Issuer covenants Trustee shall maintain such records and agrees shall deliver such reports to PWG as may be necessary to permit the proper allocation of taxes among investments and the proper payment of taxes by PWG. (b) PWG shall pay directly (and not from the assets of Trust II) to the Trustee from time to time, and the Trustee time such reasonable compensation for its services as trustee as shall be entitled to, such compensation for all services rendered agreed upon by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer PWG and the Trustee. Prior to the occurrence of a Change in Control, PWG shall also pay the reasonable and the Issuer will pay or reimburse necessary expenses (including reasonable fees of counsel engaged by the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably pursuant to Section 8(b) of this Trust Agreement) incurred or made by the Trustee in accordance the performance of its duties under this Trust Agreement; provided, however, that the aggregate amount of any legal expenses incurred in any calendar year by the Trustee under Trust II and any other trust between PWG and the Trustee that is established in whole 12 or in part to fund PWG's obligations under the Deferred Compensation Agreement or any similar agreement with any other executive of the provisions of this Indenture (including the reasonable compensation PaineWebber and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants that are reimbursable to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim Section 9(b) or reasonable expense including taxes (other than taxes based on the income corresponding section of each trust agreement entered into by the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or parties hereto in connection with any such other trust shall not exceed $5,000, unless (i) the acceptance Trustee has delivered written notice ("Notice") to PWG at least ten business days prior to the date on which such legal fees or administration expenses are to be incurred or such other time as may be agreeable by the parties and (ii) PWG has not notified the Trustee in writing of its objection to the Trustee incurring such expenses prior to the expiration of such ten-business-day period. To constitute Notice for purposes of the previous sentence, the writing from the Trustee to PWG shall specify in reasonable detail (i) the expenses to be incurred, (ii) the reason or reasons why the Trustee believes it is necessary to incur such expenses, (iii) the anticipated amount of such expenses and (iv) the legal counsel who will be paid any amounts for which reimbursement will be sought by the Trustee under this trust Section 9(b). If PWG notifies the Trustee in writing of its objection to any expenses described in the Notice prior to the expiration of the ten-business-day period, such expense shall not be reimbursable to the Trustee either from the assets of Trust II or from PWG, regardless of whether the Trustee determines to incur such expense. The ten-business-day notice period described above shall begin on the date the Notice is received by PWG. Any compensation and expenses which are otherwise reimbursable under this Section 9(b) and which are not paid by PWG may be deducted by the Trustee from the assets of Trust II. If the Trustee satisfies such obligations out of the assets of Trust II, PWG shall immediately, upon demand by the Trustee, deposit into Trust II a sum equal to the amount paid by Trust II. (c) During the Change in any other capacity hereunderControl Period, including PWG shall pay the reasonable costs and necessary expenses (including, without limitation, the reasonable fees and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Personlegal counsel and consultants) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected incurred by the Trustee as such, except funds held in trust for the benefit performance of the Holders of particular Notes. The obligation of the Issuer its duties under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsTrust Agreement.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee Trustee, in any capacity under this Indenture, from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Trustee and the TrusteeCompany, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employcounsel) except any such expense, disbursement or advance as may arise from are attributable to its own gross negligence, willful misconduct, recklessness misconduct or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its officers, directors, employees and agents and any authenticating agent for, and to hold them harmless against, any and all loss, liabilityclaim, damage, claim liability or reasonable expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee and any and all franchise taxes of the Trustee) incurred without gross negligence, willful misconduct, recklessness misconduct or bad faith on the part of the Trustee or such Trustee, its officers, directors, employees agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust Indenture or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior senior claim to that of which the Notes upon are hereby made subordinate on all money or property and funds held or collected by the Trustee as suchTrustee, except except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Issuer Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and any the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f6.01(h) or 6.01(gSection 6.01(i) with respect to the Issueroccurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes and the Company upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any the removal or resignation or removal of the Trustee. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(f), 6.01(f6.01(g) or 6.01(g6.01(h) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in connection with enforcing the premisesprovisions of this Section 9.06, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The obligations of the Issuer Company under this Section 7.06 9.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(f) or 6.01(g(g) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e6.01(h), 6.01(f6.01(i) or 6.01(g6.01(j) with respect to the IssuerIssuer occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, negligence or willful misconduct, recklessness or bad faith. The Issuer Company also covenants to fully indemnify the Trustee and any predecessor Trustee (or 68 77 any officer, director or employee of the Trustee)) and any predecessor Trustee, in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damageclaim, claim damage or reasonable expense (including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct, recklessness or bad faith misconduct on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Notes. The obligation of the Issuer Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f7.1(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer Company and the Trustee, and the Issuer Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness or bad faith. The Issuer Company also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees and agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the IssuerCompany, any Holder holder or any other Person) of liability in the premises. The obligations of the Issuer Company under this Section 7.06 9.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular NotesDebentures. The obligation of the Issuer Company under this Section shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the TrusteeIndenture. When the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(e), 6.01(f8.01(d) or 6.01(g(e) with respect to the IssuerCompany occurs, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation and Expenses of Trustee. The Issuer Guarantor covenants and agrees to pay to the Preferred Securities Guarantee Trustee from time to time, and the Preferred Securities Guarantee Trustee shall be entitled to, such compensation for all services rendered by it hereunder as shall be agreed to in any capacity writing between the Guarantor and the Preferred Securities Guarantee Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Issuer and the Trustee), and the Issuer Guarantor will pay or reimburse the Preferred Securities Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Preferred Securities Guarantee Trustee in accordance with any of the provisions of this Indenture Preferred Securities Guarantee (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, willful misconduct, recklessness negligence or bad faith. The Issuer Guarantor also covenants to indemnify each of the Preferred Securities Guarantee Trustee and or any predecessor Preferred Securities Guarantee Trustee (or any officerand its officers, director or employee of the Trustee)agents, in any capacity under this Indenture directors and any authenticating agent employees) for, and to hold them it harmless against, any and all loss, liability, damage, claim claim, liability or reasonable expense including taxes (other than taxes based on the income of the Preferred Securities Guarantee Trustee) incurred without negligence, willful misconduct, recklessness negligence or bad faith on the part of the Preferred Securities Guarantee Trustee or such officers, directors, employees or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunderPreferred Securities Guarantee, including the reasonable costs and expenses (including reasonable legal fees and expenses) of defending themselves against itself against, or investigating, any claim (whether asserted by the Issuer, any Holder or any other Person) of liability in the premises. The obligations This provision of the Issuer under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Issuer under this Section 4.3 shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee. When the Preferred Securities Guarantee Trustee and its agents and any authenticating agent incur expenses or render services after an Event the termination of Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer, the expenses and the compensation for the services are intended to constitute reasonable expenses of administration under any bankruptcy, insolvency or similar lawsthis Guarantee.