Common use of Compensation and Expenses of Trustee Clause in Contracts

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee shall from time to time agree in 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconductbad 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The Company Corporation 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, the Company Corporation will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, 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 or willful misconductbad 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 thereonhereon. The Company Corporation also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company Corporation under this Section to compensate 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 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this IndentureCoupons.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 as determined by a receivership or bankruptcy final order of a 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 thereonjurisdiction. The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 may defend the claim and the Trustee shall cooperate in the defense; provided, the Company shall not settle any such claim without the consent of the Trustee (which consent shall not be unreasonable withheld). 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.07 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 as determined by a receivership or bankruptcy final order of a 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 thereonjurisdiction. The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.07 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee shall from time to time agree in 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconductbad 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s '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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee shall from time to time agree in 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconductbad 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of Trustee’s rights under this Section 7.06 shall survive the (i) its removal or resignation or removal of the Trustee and the (ii) termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own gross negligence or willful misconduct. 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 as determined by a receivership or bankruptcy final order of a 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 thereonjurisdiction. The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without gross negligence or willful misconduct misconduct, as determined by a final order of a court of competent jurisdiction on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.06 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, provided the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, 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 or willful misconductbad 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 thereonhereon. The Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive discharge of the Indenture, payment in full at maturity of the Securities, and resignation or removal of the Trustee. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders Holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this IndentureCoupons.”

Compensation and Expenses of Trustee. The Company Corporation 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, the Company Corporation will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, 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 or willful misconductbad 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 thereonhereon. The Company Corporation also covenants to indemnify each of the Trustee and any predecessor Trustee its officers, directors, employees and agents for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company Corporation under this Section to compensate 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 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(h) and 6.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable 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 compensation and the 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 or willful misconduct. 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 Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee Authenticating Agent for, and to hold it them harmless against, any and all loss, damageliability, claims, suit, liability claim or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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, which consent shall not be unreasonably withheld. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 10.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligation of the Trustee. To secure the Company’s obligations Company under this Section, Section 10.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of 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 Securitieshereunder. When the Trustee incurs and its agents and any Authenticating Agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad 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 Company also covenants to indemnify each of the Trustee Trustee, its officers, directors and any predecessor Trustee employees for, and to hold it them harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the TrusteeTrustee or such officer, director and employee arising out of or in connection with the acceptance or administration of this trusttrust or the performance of their duties hereunder, including the reasonable costs and expenses of defending itself themselves against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section to compensate 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 Securities 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.held

Compensation and Expenses of Trustee. The 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 as agreed in writing between the Company and 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 otherwise expressly provided, and the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employemploy and any amounts paid by the Trustee to any Authenticating Agent pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. 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 thereonbad faith. The Company also covenants to indemnify each of the Trustee and any predecessor Trustee its directors, officers, employees and agents, for, and to hold it harmless against, any and all claim, loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust, or the performance of its duties hereunder, including the current payment of all costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section 8.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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 SecuritiesNotes. When the Trustee incurs expenses (including the reasonable charges and expenses of its counsel) or renders services after in connection with an Event of DefaultDefault specified in Section 7.01(f) or Section 7.01(g), to the extent that such expenses and services are incurred or rendered on or subsequent to the commencement of any insolvency proceeding in Canada in respect of the Company, such expenses and compensation for the services are intended to constitute expenses of administration under any bankruptcy lawpost-filing obligations that should not be compromised. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination of this IndentureTrustee.

Compensation and Expenses of Trustee. The Company covenants and agrees to will pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation for all services rendered by it hereunder as agreed in writing between the Company and the Trustee under this Indenture (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 otherwise expressly provided, and the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances 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 negligence or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the part of the Trustee, Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against or investigating any claim of liabilityliability in connection with the exercise or performance of any of its powers under this Indenture, whether asserted by including the Company, a Holder costs and expenses or any other personcollection. The obligations of the Company under this Section 6.06 shall constitute additional indebtedness hereunderunder this Indenture. Such additional indebtedness As security for the performance of such obligations of the Company, the Trustee shall be secured by have a lien claim prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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, interest on particular Securities, and the Securities are hereby subordinate to such prior claim. When the Trustee incurs expenses or renders services after in connection with an Event of DefaultDefault specified in Article Five hereof, the expenses (including reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses expense of administration under any applicable bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The Company covenants and agrees the Note Guarantors, jointly and severally, covenant and agree 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 as agreed in writing between the Company and the Trustee any capacity (which to the extent permitted by law 77 #96856656v2 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 in writing between the Trustee and the Company, and, except as otherwise expressly provided, and the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, costs, 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 costs, 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 shall have been caused by its gross negligence or willful misconductmisconduct (as determined by a final order of a court of competent jurisdiction). If any property other than cash shall at any time In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Company to undertake duties which the Trustee reasonably determines to be subject to of an exceptional nature or otherwise outside the lien scope of this Indenture, the normal duties of the Trustee, if and the Company, shall pay to the extent authorized by a receivership or bankruptcy court Trustee promptly upon request for all such additional remuneration for such duties. Such expenses include the properly incurred compensation, disbursements, expenses and advances of competent jurisdiction or by the supplemental instrument subjecting such property to such lienTrustee’s agents, shall be entitled to make counsel, accountants and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonexperts. The Company and the Note Guarantors, jointly and severally, also covenants covenant to indemnify each of the Trustee in any capacity under this Indenture and any predecessor Trustee other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold it them harmless against, any and all loss, claim (whether asserted by the Company, a Holder or any other Person), damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors, 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 trustIndenture or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liabilityliability in the premises, whether asserted by and the Companyenforcement of this Indenture, a Holder or any other personincluding this Section. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. To secure the Company’s obligations under this Section, the Trustee shall have a senior claim (or lien) to which the Securities Notes are hereby made subordinate on all money or property held or collected by the Trustee, except that 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 Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee. The Company need not pay principal 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 (and premium, if any) and interest, if any, on particular Securitiesthe Trustee. When Without prejudice to any other rights available to the Trustee incurs under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(k) or Section 6.01(l) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The Company 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 as agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, provided the Company Issuer will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, 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 or willful misconductbad 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 thereonhereon. The Company Issuer also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company Issuer under this Section to compensate 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 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this IndentureCoupons.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 or willful misconduct. 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 Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee authenticating agent for, and to hold it them harmless against, any and all loss, damageliability, claims, suit, liability claim or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 one firm of separate counsel except in the event local counsel shall be required and the Company shall pay the reasonable fees and expenses of such counsel and local counsel, as applicable. The Company need not pay for any settlement made without its consent. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligation of the Trustee. To secure the Company’s obligations Company under this Section, Section shall survive 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 satisfaction and discharge of (and premium, if any) and interest, if any, on particular Securitiesthis Indenture. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(h) and 6.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 writing between the Company and the Trustee for all services rendered by it hereunder in any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 shall be determined to have been caused by its own negligence or willful misconduct. 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 Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee authenticating agent for, and to hold it them harmless against, any and all loss, damageliability, claimsclaim (whether asserted by the Company, suit, liability a Holder or expense, (including attorney’s fees and expenses, and taxes (any other than taxes based upon, measured person) or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 10.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification The obligations of the Company under this Section shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal 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. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 8.01(h) or Section 8.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 as agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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, willful misconduct or willful misconduct. 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 thereonbad faith. The Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee authenticating agent for, and to hold it them harmless against, any and all loss, damageliability, claims, suit, liability claim or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or negligence, willful misconduct or bad faith on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, 100 including the costs and expenses of defending itself themselves against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 12.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligation of the Trustee. To secure the Company’s obligations Company under this Section, Section shall survive 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 satisfaction and discharge of (and premium, if any) and interest, if any, on particular Securitiesthis Indenture. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 10.01(i)**or Section 10.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad 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 Company also covenants to indemnify each of the Trustee Trustee, its officers, directors and any predecessor Trustee employees for, and to hold it them harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the TrusteeTrustee or such officer, director and employee arising out of or in connection with the acceptance or administration of this trusttrust or the performance of their duties hereunder, including the reasonable costs and expenses of defending itself themselves against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section to compensate 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 Securities 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 Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this IndentureNotes.

Compensation and Expenses of Trustee. The 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 as agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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, willful misconduct or willful misconduct. 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 thereonbad faith. The Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee authenticating agent for, and to hold it them harmless against, any and all loss, damageliability, claims, suit, liability claim or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or negligence, willful misconduct or bad faith on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 12.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders Holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligation of the Trustee. To secure the Company’s obligations Company under this Section, Section shall survive 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 satisfaction and discharge of (and premium, if any) and interest, if any, on particular Securitiesthis Indenture. When the Trustee incurs and its agents and any authenticating agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 10.01(h) or Section 10.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own gross negligence or willful misconduct. 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 as determined by a receivership or bankruptcy final order of a 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 thereonjurisdiction. The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, damageliability, claimsaction, suit, liability claim, damage, cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without gross negligence or willful misconduct misconduct, as determined by a final order of a court of competent jurisdiction on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a first lien prior to that of the Securities 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 SecuritiesNotes. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligation of the Trustee. To secure the Company’s obligations Company under this SectionSection 11.06 shall survive the payment of the Notes, the satisfaction and discharge of this Indenture and/or the resignation or removal of the Trustee shall have a senior claim to which and the Securities are hereby made subordinate on all money or property held or collected by Collateral Agent. When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconduct. 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 Company also covenants to indemnify indemnify, defend, protect and hold each of the Trustee and acting in any capacity or any predecessor Trustee forand their agents, accountants, consultants, counsel and to hold other experts employed by it in the exercise and performance of its powers and duties as Trustee harmless from and against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other personperson or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, expense (including attorney’s reasonable attorneys' fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.06 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 5.01(i) and Section 5.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawbankruptcy, insolvency or similar laws. The provisions "Trustee" for the purposes of this Section 11.06 shall survive the resignation or removal of the include any predecessor Trustee and the termination Trustee in each of this Indentureits capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 or willful misconduct. 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 Company also covenants to indemnify each the Trustee (or any officer, director or employee of the Trustee Trustee), in any capacity under this Indenture and its agents and any predecessor Trustee Authenticating Agent for, and to hold it them harmless against, any and all loss, damageliability, claims, suit, liability claim or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without negligence or willful misconduct on the part of the TrusteeTrustee 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 trusttrust or in any other capacity hereunder, including the costs and expenses of defending itself themselves against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 one firm of separate counsel except in the event local counsel shall be required and the Company shall pay the reasonable fees and expenses of such counsel and local counsel, as applicable. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 10.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal 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. When the Trustee incurs and its agents and any Authenticating Agent incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(h) and 6.01(i) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation bankruptcy, insolvency or removal of the Trustee and the termination of this Indenturesimilar laws.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, expense (including attorney’s reasonable attorneys’ fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawbankruptcy, insolvency or similar laws. The provisions “Trustee” for the purposes of this Section 11.07 shall survive the resignation or removal of the include any predecessor Trustee and the termination Trustee in each of this Indentureits capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and 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)reasonable compensation, and, except as otherwise expressly provided, provided the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, 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 or willful misconductbad 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 thereonhereon. The Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) reasonable expense incurred without negligence or willful misconduct bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability, whether asserted by liability in the Company, a Holder or any other personpremises. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder, and shall survive discharge of the Indenture, payment in full at maturity of the Notes, and resignation or removal of the Trustee. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders Holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this IndentureCoupons.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own gross negligence or willful misconduct. 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 as determined by a receivership or bankruptcy final order of a 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 thereonjurisdiction. The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) expense incurred without gross negligence or willful misconduct misconduct, as determined by a final order of a court of competent jurisdiction on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.06 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawbankruptcy, insolvency or similar laws. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.84

Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee (acting in any capacity hereunder) from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder as agreed in writing between the Company and the Trustee shall from time to time agree in 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 otherwise expressly provided, the Company will pay or reimburse the Trustee (acting in any capacity hereunder) forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconduct. If any property other than cash shall at any time be subject to the lien 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 lienLien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving such property or of discharging tax liens Liens or other prior liens Liens or encumbrances thereon. The Company also covenants to indemnify each of the Trustee and (acting in any predecessor Trustee capacity hereunder) for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without gross negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability, whether asserted by the Company, a Holder or any other person. The obligations of the Company under this Section shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness Indebtedness shall be secured by a lien Lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders and agents 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. The Company’s payment obligations hereunder and the rights, protections and indemnities afforded to the Trustee under this Article VII shall survive the satisfaction or discharge of this Indenture or the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee any capacity (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)) as mutually agreed to from time to time in writing between the Company and the Trustee, and, except as otherwise expressly provided, and the 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 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 own negligence or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors and employees), in any predecessor Trustee capacity under this Indenture and their respective agents for, and to hold it each of them harmless from and against, any and all loss, liability, claim, damage, claims, suit, liability cost or expense, expense (including attorney’s reasonable attorneys’ fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the its own part of the Trustee, and arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim of liability, (whether asserted by the Company, a Holder or any other personPerson) of liability in the premises. 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 obligations of the Company under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness 11.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Securities 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 SecuritiesNotes. This indemnification The obligation of the Company under this Section 11.06 shall apply to officerssurvive the payment of the Notes, directors, employees, shareholders the satisfaction and agents discharge of this Indenture and/or the resignation or removal 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 When the Trustee, except that held in trust to pay principal any Agent, and any of (and premium, if any) and interest, if any, on particular Securities. When the Trustee incurs their respective agents incur expenses or renders render services after an Event of DefaultDefault specified in Section 5.01(i) and Section 5.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawbankruptcy, insolvency or similar laws. The provisions “Trustee” for the purposes of this Section 11.06 shall survive the resignation or removal of the include any predecessor Trustee and the termination Trustee in each of this Indentureits capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Expenses of Trustee. The 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 agreed in writing between the Company and the Trustee shall from time to time agree in 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 otherwise expressly provided, the Company will pay or reimburse the Trustee forthwith upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the 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 or willful misconduct. 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 Company also covenants to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, suit, liability or expense, (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured or determined by, the income of the Trustee)) incurred without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claims of liability and enforcing the provisions of this Section 7.06. The 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 Company promptly of any claim of liability, whether asserted for which it may seek indemnity. Failure by the Company, a Holder or Trustee to so notify the Company shall not relieve the Company of its obligations hereunder to the extent failure of the Trustee to notify the Company has not materially and adversely affected the liability under any other personclaim for which it may seek indemnity. The obligations obligation of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Securities upon all property and funds held or collected Trustee. 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 Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. This indemnification shall apply to officers, directors, employees, shareholders directors and agents 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. When Without prejudice to any other rights available to the Trustee incurs under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or renders render services after an Event of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.