Common use of Compensation and Indemnification of Trustee and Its Prior Claim Clause in Contracts

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold the Trustee, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reason. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, such compensation as agreed to in writing by the Company and the Trustee shall be entitled to, and reasonable compensation for all other services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an all express trust) ), and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable fees, expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture and as agreed upon in the fee agreement between the Trustee and the Company (including the reasonable compensation and the fees, expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ); except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer Company also covenants and agrees to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective its directors, officers, agents and employees and agents each predecessor Trustee (collectively, the "Indemnified PersonsIndemnitees") for, and to hold them harmless from and against every against, any claim, loss, liability liability, damage, tax, assessment or expenseother governmental charge (other than taxes applicable to the Trustee's compensation hereunder) or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without limitation damagesenforcement of this Section 607 and also including any liability which the Indemnitees may incur as a result of failure to withhold, finespay or report any tax, suitsassessment, actionsfine, demandspenalty, penaltiesdamages or other governmental charge, and the costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, liability in connection with the exercise or performance of any Indemnified Person for of its powers or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company under this Section 607 to compensate and indemnify the Trustee Indemnitees and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable fees, expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reason. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy laweach predecessor Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. . (b) The Issuer Republic also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without fraud, including without limitation damagesgross negligence or willful misconduct on its part, finesdirectly or indirectly, suitsarising out of, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expensesin connection with, the allocated acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including, without limitation, the documented costs and expenses reasonably incurred of in-house counsel and legal staff and defending itself against or investigating any claim of liability with respect to the foregoing (including the costs and expenses of successfully defending or preparing to defend itself against any a claim (collectively, "Losses"brought by the Republic hereunder), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and . (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Republic under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, awards, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Each of the Issuer and the Guarantor covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as shall be agreed upon in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and each of the Issuer and the Guarantor covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other 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. The Each of the Issuer and the Guarantor also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees any and agents (collectively, the "Indemnified Persons") harmless from and against every all loss, liability claim, damage or expense, including taxes (other than those based on or measured by the income of the Trustee) incurred without limitation damagesnegligence or willful misconduct faith on its part, finesarising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending itself against or preparing to defend against investigating any claim of liability (collectively, "Losses"), that may be imposed on, incurred by, or whether asserted againstby the Issuer, any Indemnified Person for Holder or in respect of the Trustee's (aany other Person) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductpremises. The obligations of the Issuer and the Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and or the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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, and the Securities Notes are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f4.1(d) or (g) occurs4.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed in writing between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable losses and documented and reasonably incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the documented and reasonably incurred expenses and disbursements of by its counsel and of by all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct. ; provided, however, that in connection with the Republic’s obligation to make a payment of any amounts due to the Trustee under this Section 5.6, the provisions of paragraph 17 of the Terms shall be applicable, mutatis mutandis, for the benefit of the Trustee hereunder. (b) The Issuer Republic also covenants to indemnify, defend and hold the Trustee, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee for, and to pay hold it harmless against, any loss, liability, damages or reimburse expense incurred without fraud, negligence or willful misconduct on its part, directly or indirectly, arising out of, or in connection with, the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including, without limitation, the resignation documented and reasonably incurred costs and expenses (including counsel fees and expenses) of defending itself against or removal investigating any claim of liability with respect to the foregoing. (c) As security for the performance of the Trustee for any reason. Such additional indebtedness shall be a senior claim to that obligations of the Republic under this Section 5.6 the Trustee shall have a lien prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Debt Securities. (d) In addition to, and the Securities are hereby subordinated but without prejudice to such senior claim. When its other rights under this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursDefault, the expenses (including the fees and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as shall be agreed in writing between the Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from shall be determined to have been caused by its negligence own negligence, bad faith or willful misconduct. The Issuer also covenants to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees employees, and agents (collectively, the "Indemnified Personsindemnitees") for, and to hold the indemnitees harmless from against, any and against every all loss, liability liability, claim, damage, penalty, fine or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, taxes and reasonable out-of-pocket or incidental expenses, reasonable incidental expenses and reasonable legal fees and expensesexpenses incurred without negligence, bad faith or willful misconduct on the allocated costs indemnitees' part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and expenses of in-house counsel and legal staff and the indemnitees' duties hereunder, including the costs and expenses of defending themselves against or preparing to defend against investigating any claim (collectivelyclaim, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer or any Holder or any other Person, or asserted against, any Indemnified Person for liability in connection with the exercise or in respect performance of the Trustee's (a) execution and delivery of this Indenture, (b) compliance indemnitees' duties or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductobligations hereunder. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee indemnitees and to pay or reimburse the Trustee and each predecessor Trustee indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonin accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim 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 SecuritiesSecurities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.1(5) or (g) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this section shall survive the termination of this Indenture.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, such compensation as agreed to in writing by the Company and the Trustee shall be entitled to, and reasonable compensation for all other services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable fees, expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture and as agreed upon in the fee agreement between the Trustee and the Company (including the reasonable compensation and the fees, expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ); except any such expense, disbursement or advance as may arise from its negligence negligence, negligent failure to act or willful misconduct. The Issuer Company also covenants and agrees to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective its directors, officers, agents and employees and agents each predecessor Trustee (collectivelythe “Indemnitees”) for, the "Indemnified Persons") and to hold them harmless from and against every against, any claim, loss, liability liability, damage, tax, assessment or expenseother governmental charge (other than taxes applicable to the Trustee’s compensation hereunder), cost or expense incurred without negligence, negligent failure to act or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without limitation damagesenforcement of this Section 6.07 and also including any liability which the Indemnitees may incur as a result of failure to withhold, finespay or report any tax, suitsassessment, actionsfine, demandspenalty, penaltiesdamages or other governmental charge, and the costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectivelywhether asserted by the Company, "Losses")a Guarantor, that may be imposed on, incurred bya Holder, or asserted against, any Indemnified Person for other Person) or liability in respect connection with the exercise or performance of the Trustee's (a) execution and delivery any of this Indenture, (b) compliance its powers or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company under this Section 6.07 to compensate and indemnify the Trustee Indemnitees and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable fees, expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonand each predecessor Trustee. Such additional indebtedness The Trustee shall be have a senior claim lien prior to that of the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the holders Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.01(e) or (g) occursSection 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute administrative expenses for purposes of administration priority under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by or on behalf of it in accordance with any of the provisions of this Perpetual Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as advancement may arise from its negligence negligence, bad faith or willful misconduct. . (b) The Issuer also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee and their respective directorsagents, officersofficers and directors for, employees and agents (collectivelyto hold it harmless against, the "Indemnified Persons") harmless from and against every any loss, liability liability, damage, claim or expenseexpenses arising out of or in connection with the acceptance or administration of this Perpetual Subordinated Indenture or the trusts hereunder and the performance of such party’s duties hereunder (including in any agent capacity in which it acts), including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the properly incurred costs and expenses of defending itself against or preparing to defend against investigating any claim (collectivelyof liability, "Losses")and in connection with the exercise or performance of any of its powers or duties hereunder, that may be imposed onand the properly incurred compensation, incurred by, or asserted against, any Indemnified Person for or in respect expenses and disbursements of the Trustee's (a) execution ’s agents and delivery counsel and other persons not regularly within the Trustee’s employ except to the extent such loss, liability, damage, claim or expense is due to the negligence, bad faith or willful misconduct of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and or such predecessor trustee. (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section 5.07 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for properly incurred expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture Perpetual Subordinated Indenture, the redemption or cancellation of the Securities and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. . (d) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occursconnection with a Liquidation Event, the expenses (including the properly incurred charges and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. (e) The provisions of this Section 5.07 and Section 5.02(i) shall survive the termination or discharge of this Perpetual Subordinated Indenture, the redemption or cancellation of the Securities and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective directorsagents for, officersand to hold them harmless against, employees any and agents (collectivelyall loss, the "Indemnified Persons") harmless from and against every lossdamage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of the trust or trusts hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer, or asserted againstany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, any Indemnified Person for or in respect of connection with enforcing the Trustee's (a) execution and delivery provisions of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this IndentureSection, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(d) or Section 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer 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, reasonable such compensation as shall be agreed to from time to time in writing between the Company and the Trustee in Dollars (which shall not be limited by any provision of law in regard with respect to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request in Dollars for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, fees, expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer Company and the Guarantors, jointly and severally, also covenants covenant to indemnify, defend indemnify the Trustee (acting in any capacity hereunder) and hold the Trustee, each predecessor Trustee and their respective directorsagents for, officersand to hold them harmless against, employees any and agents (collectively, the "Indemnified Persons") harmless from and against every all loss, liability liability, damage, claim or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsexcept those incurred through the Trustee’s own negligence or willful misconduct (as adjudicated by a court of competent jurisdiction in a final, actionsnon-appealable judgment), demandsarising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and its duties hereunder, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of enforcing the provisions of this Indenture (including this Section 6.6), defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or whether asserted againstby the Company, any Indemnified Person for Guarantor, a Holder or in respect any other Person) of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except liability in the case premises and in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Company shall pay the fees and expenses of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductseparate counsel. The obligations of the Issuer Company and the Guarantors under this Section 6.6 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claimclaim and such claim shall survive the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.1(e) or (g) occurshereof, the expenses (including the fees, charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Issuer Company also covenants to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective which for purposes of this Section 5.06 shall be deemed to include the Trustee’s directors, officers, employees and agents agents, and each predecessor trustee (collectivelyand their respective officers, the "Indemnified Persons"employees, directors and agents) for, and to hold it harmless from and against every against, any loss, liability or expenseexpense (including taxes other than taxes based upon the net income of the Trustee) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated properly incurred costs and expenses of in-house counsel and legal staff and (including the costs properly incurred fees, charges and expenses of its agents and counsel) of defending itself against or preparing to defend against investigating any claim (collectivelyof liability arising out of or in connection with the same, "Losses")except to the extent such loss, that liability or expense may be imposed on, incurred by, attributable to the negligence or asserted against, any Indemnified Person for or in respect bad faith of the Trustee's (a) execution and delivery , its agents, officers, directors or employees or such predecessor trustee, in each case as determined in a final non-appealable judgment or order by a court of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonand the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occurs4.01(c), the expenses (including the properly incurred fees and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law (other than taxes based upon, measured by or determined by the income of the Trustee), in which case the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive final payment in full of the Securities, the termination of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee and their respective directorsagents, officers, directors and employees for, and agents (collectivelyto hold each of them harmless against, the "Indemnified Persons") harmless from and against every any loss, damage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending itself against or preparing to defend against investigating any claim of liability in the premises (collectivelywhether asserted by the Company, "Losses"or any Holder or any other Person), that may except to the extent such loss, liability or expense shall be imposed on, incurred by, determined to have been caused by the negligence or asserted against, any Indemnified Person for or in respect willful misconduct of the Trustee's (a) execution , or their respective agents, officers, directors and delivery employees determined by a final non appealable decision of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms a court of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer under this Section section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge payment in full of this Indenture and the Securities issued hereunder, the resignation or removal of the Trustee for any reasonTrustee, or the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f4.01(d) or (g) occursSection 4.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law. To secure the payment obligations of the Company in this Section 5.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on a particular series of Securities. Such lien shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants Company and the Guarantors, jointly and severally, covenant and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants Company and the Guarantors, jointly and severally, covenant and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer Company and the Guarantors, jointly and severally, also covenants covenant and agree to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officersany and all claim, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability damage, liability, tax, assessment or expenseother governmental charge (other than taxes applicable to the Trustee's compensation hereunder) or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without limitation damagesenforcement of this Section 6.7 and also including any liability which the Trustee may incur as a result of failure to withhold, finespay or report any tax, suitsassessment or other governmental charge, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, liability in connection with the exercise or performance of any Indemnified Person for of its powers or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company under this Section 6.7 to compensate compensate, reimburse and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonand each predecessor Trustee. Such additional indebtedness The Trustee shall be have a senior claim lien prior to that of the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the holders Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.1(g) or (g) occursSection 5.1(h), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants Company and agrees each Guarantor covenant and agree: 105 (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable and documented out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such reasonable expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants ; and (c) to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with this Indenture, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket the acceptance or incidental expenses, legal fees and expenses, administration of this Indenture or the allocated costs and expenses of in-house counsel and legal staff trusts hereunder and the performance of its duties hereunder, including enforcement of this Section 6.07, and the reasonable and documented costs and expenses of defending itself (including the reasonable and documented fees and expenses of its counsel) in connection with the exercise or preparing to defend against performance of any claim (collectively, "Losses"), that may be imposed on, incurred by, of its powers or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. duties hereunder The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and and, together with the Lien provided for in the next sentence, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and and/or the resignation or removal termination of the Trustee this Indenture for any reason. Such additional indebtedness shall be a senior claim to that To secure the obligations of the Securities Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the company or any Guarantor and held in trust for the benefit of the holders Holders of particular SecuritiesSecurities under this Indenture. The Trustee shall be entitled to file a proof of claim in any bankruptcy proceeding as a secured creditor for its reasonable compensation, fees and expenses under this Section 6.07. In addition and without prejudice to the Securities are hereby subordinated rights provided to such senior claim. When the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.01(i), Section 5.01(j), Section 5.01(k) or (g) occursSection 5.01(l), the expenses (including the reasonable and documented charges and expenses of its counsel) and the compensation for such the 106 services are intended to constitute expenses of administration under any bankruptcy lawapplicable Bankruptcy Law or comparable or expenses in the case of an Event of Default specified in Section 5.01(l).

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective officers, directors, officers, employees and agents (collectivelyfor, the "Indemnified Persons") and to hold them harmless from against, any and against every all loss, damage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of the trust or trusts hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer, or asserted againstany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, any Indemnified Person for or in respect of connection with enforcing the Trustee's (a) execution and delivery provisions of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this IndentureSection, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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 SecuritiesSecurities or Coupons, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the parties shall agree in writing from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employagents) except any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer Company also covenants and agrees to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officersany claim, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability liability, tax, assessment or expenseother governmental charge (other than taxes applicable to the Trustee's compensation hereunder) or expense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including without limitation damagesenforcement of this Section 6.07 and also including any liability which the Trustee may incur as a result of failure to withhold, finespay or report any tax, suitsassessment or other governmental charge, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, liability in connection with the exercise or performance of any Indemnified Person for of its powers or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company under this Section 6.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive urvive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reason. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy laweach predecessor Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements of reasonably incurred by its counsel and of by all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own gross negligence or willful misconduct. . (b) The Issuer Republic also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold it harmless against, officersany loss, employees and agents (collectivelyliability, damages or expense incurred without fraud, gross negligence or willful misconduct on its part, directly or indirectly, arising out of, or in connection with, the "Indemnified Persons") harmless from acceptance or administration of this Indenture or the trusts hereunder and against every lossits duties and rights hereunder, liability or expenseincluding, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenseslimitation, the allocated documented costs and expenses of in-house (including counsel and legal staff and the costs and expenses fees) reasonably incurred of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in of liability with respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and foregoing. (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Republic under this Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its willful misconduct, negligence or willful misconductbad faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Issuer Company also covenants to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective which for purposes of this Section 5.06 shall be deemed to include the Trustee’s directors, officers, employees and agents agents, and each predecessor trustee (collectivelyand their respective officers, the "Indemnified Persons"employees, directors and agents) for, and to hold it harmless from and against every against, any loss, liability or expenseexpense (including taxes other than taxes based upon the net income of the Trustee) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated properly incurred costs and expenses of in-house counsel and legal staff and (including the costs properly incurred fees, charges and expenses of its agents and counsel) of defending itself against or preparing to defend against investigating any claim (collectivelyof liability arising out of or in connection with the same, "Losses")except to the extent such loss, that liability or expense may be imposed onattributable to the willful misconduct, incurred by, negligence or asserted against, any Indemnified Person for or in respect bad faith of the Trustee's (a) execution and delivery , its agents, officers, directors or employees or such predecessor trustee, in each case as determined in a final non-appealable judgment or order by a court of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonTrustee, the payment in full of the Securities and the termination and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held by the Trustee in trust for the benefit of the holders of particular Securities, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occurs4.01(d), the expenses (including the properly incurred fees and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law.. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case (other than in respect of taxes based upon, measured by or determined by the income of the Trustee) the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive final payment in full of the Securities, the termination or discharge of this Indenture, and the resignation or removal of the Trustee or any agent hereunder. Table of Contents

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee may agree upon (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trusttrust and may provide for adjustments from time to time) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Issuer covenants and agrees to will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable documented expenses, disbursements and advances reasonably incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence negligence, willful misconduct or willful misconductbad faith. The Issuer also covenants to indemnify, defend and hold indemnify each of the Trustee, each predecessor Trustee and their respective its officers, directors, officersemployees, employees representatives and agents (collectivelyfor, the "Indemnified Persons") and to hold it harmless from and against every against, any loss, damage, claim, liability or expenseexpense incurred without negligence, willful misconduct or bad faith on its part and arising out of or in connection with the acceptance or administration of this trust, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of reasonably incurred in enforcing this Indenture against the Issuer and defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred by, or whether asserted againstby the Issuer, any Indemnified Person for holder of Notes or any other Person) or liability in respect connection with the exercise or performance of any of the Trustee's (a) execution powers or duties of the Trustee hereunder. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its indemnity obligations hereunder except to the extent the Issuer is materially prejudiced thereby. The Issuer will defend the claim and delivery the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuer will pay the reasonable fees and expenses of this Indenturesuch counsel. The Issuer need not pay for any settlement made without its prior written consent, which consent will not be unreasonably withheld. (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge termination of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim lien 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 SecuritiesNotes, and the Securities Notes are hereby subordinated to each such senior claim. When lien. (c) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursDefault, the expenses (including the reasonable charges and the expenses of its counsel) and compensation for such its services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee and their respective directorsagents, officers, director and employees for, and agents (collectivelyto hold each of them harmless against, the "Indemnified Persons") harmless from and against every any loss, damage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending itself against or preparing to defend against investigating any claim of liability in the premises (collectivelywhether asserted by the Company, "Losses"or any Holder or any other Person), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that such loss, liability or expense shall be determined to have been caused by the Loss resulted from such Indemnified Person's negligence or willful misconductmisconduct of the Trustee or their respective agents, officers, directors and employees determined by a final non appealable decision of a court of competent jurisdiction. The obligations of the Issuer under this Section section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge payment in full of this Indenture and the Securities issued hereunder, the resignation or removal of the Trustee for any reasonTrustee, or the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f4.01(d) or (g) occursSection 4.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law. To secure the payment obligations of the Company in this Section 5.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on a particular series of Securities. Such lien shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Province covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between the Province and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Province covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. ; provided, however, that in connection with the Province’s obligation to make a payment of any amounts due to the Trustee under this Section 5.6, the provisions of Paragraph 17(a) of the Terms shall be applicable, mutatis mutandis, for the benefit of the Trustee hereunder. (b) The Issuer Province also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without fraud, including without limitation damagesgross negligence or willful misconduct on its part, finesdirectly or indirectly, suitsarising out of, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expensesin connection with, the allocated acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including, without limitation, the documented costs and expenses of in-house counsel and legal staff and the costs and expenses reasonably incurred of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in of liability with respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and foregoing. (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Province under this Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Company covenants and agrees agrees: (i) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Issuer covenants and agrees Trustee shall, from time to pay or time, agree in writing; (ii) to reimburse the Trustee and each predecessor Trustee upon its written request for all reasonable and documented expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such expense, disbursement or advance as may arise from its negligence gross negligence, bad faith or willful misconduct. The Issuer also covenants ; and (iii) to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") to hold it harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for and all loss, liability, claim, damage, or in respect expense (including taxes other than taxes based upon the income of the Trustee's (a) execution and delivery incurred without negligence, bad faith or willful misconduct on its part, arising out of this Indenture, (b) compliance or attempted compliance in connection with the acceptance or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms administration of this Indenture or the trusts hereunder and (c) performance under its duties hereunder, including enforcement of this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductSection 7.07. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture Indenture. (b) The Trustee shall give notice as promptly as reasonably practicable to the Company of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Company shall not relieve the Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the resignation Trustee shall be selected by the Company. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with -------- ------- the consent of the Trustee) also be counsel to the Trustee. In no event shall the Company be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for the Trustee in connection with any one action or removal separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Company shall not, without the prior written consent of the Trustee, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 7.07 (whether or not the Trustee is an actual or potential party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of the Trustee for any reason. Such additional indebtedness shall be from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a senior claim statement as to that or an admission of fault, culpability or a failure to act by or on behalf 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy lawTrustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer (a) To the extent not already required by Section 4.1 or 5.6(b) or the following paragraph, the Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed upon in writing between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. . (b) The Issuer also Republic covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold each of them harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense (including, without limitation, the fees and expenses of its counsel) incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder, the exercise of its rights hereunder and/or the performance of its duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated documented costs and expenses of in-house counsel and legal staff and the costs and expenses of reasonably incurred in defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and liability with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductforegoing. The obligations of the Issuer Republic under this Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation of the Trustee, payment of the Bonds and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim to that of the Securities Bonds 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 SecuritiesBonds, and the Securities Bonds are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Issuer Company also covenants to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective which for purposes of this Section 5.06 shall be deemed to include the Trustee’s directors, officers, employees and agents agents, and each predecessor trustee (collectivelyand their respective officers, the "Indemnified Persons"employees, directors and agents) for, and to hold it harmless from and against every against, any loss, liability or expenseexpense (including taxes other than taxes based upon the income of the Trustee) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated properly incurred costs and expenses of in-house counsel and legal staff and (including the costs properly incurred fees, charges and expenses of its agents and counsel) of defending itself against or preparing to defend against investigating any claim (collectivelyof liability arising out of or in connection with the same, "Losses")except to the extent such loss, that liability or expense may be imposed on, incurred by, attributable to the negligence or asserted against, any Indemnified Person for or in respect bad faith of the Trustee's (a) execution and delivery , its agents, officers, directors or employees or such predecessor trustee, in each case as determined in a final non-appealable judgment or order by a court of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, any Acceleration Event, and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursAcceleration Event, the expenses (including the properly incurred fees and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of VAT or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law, in which case the Company shall gross up such payments to the Trustee (other than with respect to taxes based upon, measured by or determined by the income of the Trustee). The indemnity set forth herein shall survive any Acceleration Event, final payment in full of the Securities, the termination of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Province covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between the Province and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Province covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements of reasonably incurred by its counsel and of by all agents and other persons not regularly in its employ) except for any such expense, disbursement or advance as may arise from its own fraud, gross negligence or willful misconduct. misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction (b) The Issuer Province also covenants to indemnifyindemnify the Trustee for, defend and to hold the Trusteeit harmless against, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expense, including without limitation damagesdirectly or indirectly, finesarising out of, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expensesin connection with, the allocated acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including, without limitation, the documented costs and expenses (including costs of in-house counsel and legal staff and the costs and expenses collection) reasonably incurred of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), of liability with respect to the foregoing; provided that may the Province will not be imposed on, incurred by, or asserted against, any Indemnified Person liable for or in respect of such losses resulting solely from the Trustee's (a) execution and delivery ’s fraud, gross negligence or willful misconduct as determined by a final non-appealable judgment of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms a court of this Indenture and competent jurisdiction. (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Province under this Section 6.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) to be agreed to in writing by the Trustee and the Issuer Company (and, in the absence of specific agreement, to reasonable compensation), and the Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including (i) the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employemploy and (ii) interest at the prime rate on any disbursements and advances made by the Trustee and not paid by the Company within five (5) days after receipt of an invoice for such disbursement or advance) except any such expense, disbursement or advance as may arise from shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconductbad faith. The Issuer Company also covenants to indemnify, defend and hold fully indemnify each of the Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent for, and their respective directorsto hold it harmless against, officers, employees any and agents (collectively, the "Indemnified Persons") harmless from and against every all loss, liability liability, claim, damage or expense, expense (including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses) incurred without negligence or willful misconduct on its part, arising out of or in connection with the allocated costs acceptance or administration of this Indenture or the trusts hereunder and expenses of in-house counsel and legal staff and its duties hereunder, including the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except liability in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductpremises. The obligations of the Issuer Company under this Section 7.06 to compensate and indemnify the Trustee and Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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, and the Securities Notes are hereby effectively subordinated to such senior claimclaim to such extent. When The provisions of this Section 7.06 shall survive the Trustee incurs expenses or renders services after an Event termination of Default specified in Section 4.1(f) or (g) occurs, the expenses this Indenture and the compensation for such services are intended to constitute expenses resignation or removal of administration under any bankruptcy lawthe Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants Company and agrees each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable and documented out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such reasonable expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants ; and (c) to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with this Indenture, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket the acceptance or incidental expenses, legal fees and expenses, administration of this Indenture or the allocated costs and expenses of in-house counsel and legal staff trusts hereunder and the performance of its duties hereunder, including enforcement of this Section 6.07, and the reasonable and documented costs and expenses of defending itself (including the reasonable and documented fees and expenses of its counsel) in connection with the exercise or preparing to defend against performance of any claim (collectively, "Losses"), that may be imposed on, incurred by, of its powers or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and and, together with the Lien provided for in the next sentence, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and and/or the resignation or removal termination of the Trustee this Indenture for any reason. Such additional indebtedness shall be a senior claim to that To secure the obligations of the Securities Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the company or any Guarantor and held in trust for the benefit of the holders Holders of particular SecuritiesSecurities under this Indenture. The Trustee shall be entitled to file a proof of claim in any bankruptcy proceeding as a secured creditor for its reasonable compensation, fees and expenses under this Section 6.07. In addition and without prejudice to the Securities are hereby subordinated rights provided to such senior claim. When the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.01(i), Section 5.01(j), Section 5.01(k) or (g) occursSection 5.01(l), the expenses (including the reasonable and documented charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy lawapplicable Bankruptcy Law or comparable or expenses in the case of an Event of Default specified in Section 5.01(l).

Compensation and Indemnification of Trustee and Its Prior Claim. The Each of the Issuer and the Guarantor covenants and agrees agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees except as otherwise expressly provided herein, to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold the Trustee, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and ; and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee for and their officers, agents, directors and employees for, and to pay hold them harmless against, any and all loss, damage, claims, liability or reimburse expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal income of the Trustee or any recoverable taxes including indirect taxes and VAT taxes), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s own negligence or willful misconduct. As security for any reason. Such additional indebtedness the performance of the obligations of the Issuer and the Guarantor under this Section, the Trustee shall be have a senior claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section 4.1(f4.01(e) or 4.01(f), such expenses (gincluding the reasonable charges and expenses of its counsel) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any bankruptcy lawapplicable federal or state bankruptcy, insolvency or similar law for the relief of debtors.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee and their respective directorsagents, officers, director and employees for, and agents (collectivelyto hold each of them harmless against, the "Indemnified Persons") harmless from and against every any loss, damage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending itself against or preparing to defend against investigating any claim of liability in the premises (collectivelywhether asserted by the Company, "Losses"or any Holder or any other Person), that may except to the extent such loss, liability or expense shall be imposed on, incurred by, determined to have been caused by the negligence or asserted against, any Indemnified Person for or in respect willful misconduct of the Trustee's (a) execution , or their respective agents, officers, directors and delivery employees determined by a final non appealable decision of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms a court of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer under this Section section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge payment in full of this Indenture and the Securities issued hereunder, the resignation or removal of the Trustee for any reasonTrustee, or the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f4.01(d) or (g) occursSection 4.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law. To secure the payment obligations of the Company in this Section 5.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on a particular series of Securities. Such lien shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith as determined in a final non-appealable judgment or order by a court of competent jurisdiction. The Issuer Company also covenants to indemnify, defend and hold indemnify the Trustee, each predecessor Trustee and their respective which for purposes of this Section 5.06 shall be deemed to include the Trustee’s directors, officers, employees and agents agents, and each predecessor trustee (collectivelyand their respective officers, the "Indemnified Persons"employees, directors and agents) for, and to hold it harmless from and against every against, any loss, liability or expenseexpense (including taxes other than taxes based upon the net income of the Trustee) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated properly incurred costs and expenses of in-house counsel and legal staff and (including the costs properly incurred fees, charges and expenses of its agents and counsel) of defending itself against or preparing to defend against investigating any claim (collectivelyof liability arising out of or in connection with the same, "Losses")except to the extent such loss, that liability or expense may be imposed on, incurred by, attributable to the negligence or asserted against, any Indemnified Person for or in respect bad faith of the Trustee's (a) execution and delivery , its agents, officers, directors or employees or such predecessor trustee, in each case as determined in a final non-appealable judgment or order by a court of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, any Acceleration Event, and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursAcceleration Event, the expenses (including the properly incurred fees and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law (other than taxes based upon, measured by or determined by the income of the Trustee), in which case the Company shall gross up such payments to the Trustee. The indemnity set forth herein shall survive any Acceleration Event, final payment in full of the Securities, the termination of this Indenture, and the resignation or removal of the Trustee or any agent hereunder.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Company and the Trustee in Dollars (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request in Dollars for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. The Issuer Company also covenants to indemnifyindemnify the Trustee (either acting as Trustee or in any other capacity hereunder, defend such as Paying Agent or Registrar) and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees any and agents (collectively, the "Indemnified Persons") harmless from and against every all loss, liability liability, damage, claim or expense, including taxes (other than taxes based on the income of the Trustee), incurred without limitation damagesnegligence or bad faith on its part, finesarising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectivelywhether asserted by the Company, "Losses"), that a Holder or any other Person) of liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of seek indemnity. The Company may choose to defend the Trustee's (a) execution claim and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except shall cooperate in the case defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such performance only and counsel. The Company need not pay for any settlement made without its consent, with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductconsent shall not unreasonably be withheld. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occurs5.1(d), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer Company covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable properly incurred expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, subject to Section 5.02(g) hereof, the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconductmisconduct as determined by a court of competent jurisdiction in a final non-appealable judgment or order. The Issuer Company also covenants to indemnify, defend and hold indemnify the Trustee which for purpose of this Section shall be deemed to include the Trustee, each predecessor Trustee and their respective ’s directors, officers, employees and agents agents, and each predecessor trustee (collectivelyand their respective officers, the "Indemnified Persons"employees, directors and agents) for, and to hold it harmless from and against every against, any loss, liability or expenseexpense (including taxes other than taxes based upon the net income of the Trustee) arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the performance of such party’s duties hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated properly incurred costs and expenses of in-house counsel and legal staff and (including the costs properly incurred fees, charges and expenses of its agents and counsel) incurred of defending itself against or preparing to defend against investigating any claim (collectivelyof liability arising out of or in connection with the same, "Losses")except to the extent such loss, that liability or expense may be imposed onattributable to the negligence, incurred by, bad faith or asserted against, any Indemnified Person for or in respect willful misconduct of the Trustee's (a) execution and delivery , predecessor trustee, or their respective agents, officers, directors or employees, in each case as determined in a final non-appealable judgment or order by a court of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductcompetent jurisdiction. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonand the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occursconnection with a Liquidation Event, the expenses (including the properly incurred fees and expenses of its agents and counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency or other similar law. The provisions of Section 5.06 and Section 5.02(i) shall survive the termination or discharge of this Indenture, the redemption or cancellation of the Securities, and the resignation or removal of the Trustee. The Trustee’s remuneration and that of its agents and counsel is exclusive of value-added tax or any similar tax, which if applicable is also payable by the Company to the Trustee. All remuneration payable to the Trustee shall accrue interest from the date when payment was due. All amounts payable to the Trustee shall be made without set-off, counterclaim, deduction or withholding unless required by law (other than taxes based upon, measured by or determined by the income of the Trustee), in which case the Company shall gross up such payments to the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct, as finally adjudicated by a court of competent jurisdiction. The Issuer also covenants to indemnify, defend and hold indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective directorsagents for, officersand to hold them harmless against, employees any and agents (collectivelyall loss, the "Indemnified Persons") harmless from and against every lossdamage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal expenses and costs (including reasonable attorneys’ fees and expensesexpenses and court costs) incurred in connection with any action, claim or suit brought to enforce the allocated costs Trustee’s right to indemnification and expenses of in-house counsel and legal staff and including the costs and expenses of defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer, or asserted againstany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, any Indemnified Person for or in respect of connection with enforcing the Trustee's (a) execution and delivery provisions of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this IndentureSection, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct, as finally adjudicated by a court of competent jurisdiction. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(d) or Section 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. . (b) The Issuer Republic also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without gross negligence or willful misconduct on its part, including without limitation damagesdirectly or indirectly, finesarising out of, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expensesin connection with, the allocated acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including, without limitation, the documented costs and expenses reasonably incurred of in-house counsel and legal staff and defending itself against or investigating any claim of liability with respect to the foregoing (including the costs and expenses of successfully defending or preparing to defend itself against any a claim (collectively, "Losses"brought by the Republic hereunder), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and . (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Republic under this Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee, the payment of any Debt Securities hereunder and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees except as otherwise expressly provided herein, to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold the Trustee, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and ; and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee for and their officers, agents, directors and employees for, and to pay hold them harmless against, any and all loss, damage, claims, liability or reimburse expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal income of the Trustee or any recoverable taxes including indirect taxes and VAT taxes), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee’s own negligence or willful misconduct. As security for any reason. Such additional indebtedness the performance of the obligations of the Issuer under this Section, the Trustee shall be have a senior claim lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Securities, and the Securities are hereby subordinated to such senior claim. When the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in Section 4.1(f4.01(e) or 4.01(f), such expenses (gincluding the reasonable charges and expenses of its counsel) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any bankruptcy lawapplicable federal or state bankruptcy, insolvency or similar law for the relief of debtors.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Company and the Trustee may agree upon (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Issuer covenants and agrees to Company will pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable documented expenses, disbursements and advances reasonably incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence negligence, willful misconduct or willful misconductbad faith. The Issuer Company also covenants to indemnifyindemnify the Trustee for, defend and to hold the Trusteeit harmless against, each predecessor Trustee and their respective directorsany loss, officersdamage, employees and agents (collectively, the "Indemnified Persons") harmless from and against every lossclaim, liability or expenseexpense incurred without negligence, willful misconduct or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of reasonably incurred in enforcing this Indenture against the Company and defending or preparing to defend itself against any claim (collectivelywhether asserted by the Company, "Losses"any holder of Notes or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. For purposes of Sections 7.02(g) and 7.06(a), that expenses need only be documented if generated by third party service providers and such expenses shall be deemed documented if the Trustee shall have submitted to the Company an invoice from such provider. 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 indemnity obligations hereunder except to the extent the Company is materially prejudiced thereby. 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 prior written consent, which consent will not be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, unreasonably withheld. (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge termination of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim lien 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 SecuritiesNotes, and the Securities Notes are hereby subordinated to each such senior claim. When lien. (c) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursDefault, the expenses (including the reasonable charges and the expenses of its counsel) and compensation for such its services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation as the Issuer and the Trustee shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it 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 agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct. The Issuer also covenants to indemnify, defend and hold indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective officers, directors, officers, employees and agents (collectivelyfor, the "Indemnified Persons") and to hold them harmless from against, any and against every all loss, damage, claims, liability or expense, including without limitation damagestaxes (other than taxes based upon, finesmeasured by or determined by the income of the Trustee), suitsarising out of or in connection with the acceptance or administration of the trust or trusts hereunder, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and including the costs and expenses of defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer, or asserted againstany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, any Indemnified Person for or in respect of connection with enforcing the Trustee's (a) execution and delivery provisions of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this IndentureSection, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's loss, damage, claim, liability or expense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonTrustee. Such additional indebtedness shall be a senior claim 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 SecuritiesSecurities or Coupons, and the Securities are hereby subordinated to such senior claim. When In no event shall the Trustee incurs expenses be liable for any indirect, special, punitive or renders consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, government action or the like which delay, restrict or prohibit the providing of the services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy lawcontemplated by this Indenture.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants Company and agrees each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable and documented out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such reasonable expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants ; and (c) to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with this Indenture, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket the acceptance or incidental expenses, legal fees and expenses, administration of this Indenture or the allocated costs and expenses of in-house counsel and legal staff trusts hereunder and the performance of its duties hereunder, including enforcement of this Section 6.07, and the reasonable and documented costs and expenses of defending itself (including the reasonable and documented fees and expenses of its counsel) in connection with the exercise or preparing to defend against performance of any claim (collectively, "Losses"), that may be imposed on, incurred by, of its powers or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductduties hereunder. The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and and, together with the Lien provided for in the next sentence, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and and/or the resignation or removal termination of the Trustee this Indenture for any reason. Such additional indebtedness shall be a senior claim to that To secure the obligations of the Securities Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the company or any Guarantor and held in trust for the benefit of the holders Holders of particular SecuritiesSecurities under this Indenture. The Trustee shall be entitled to file a proof of claim in any bankruptcy proceeding as a secured creditor for its reasonable compensation, fees and expenses under this Section 6.07. In addition and without prejudice to the Securities are hereby subordinated rights provided to such senior claim. When the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.01(i), Section 5.01(j), Section 5.01(k) or (g) occursSection 5.01(l), the expenses (including the reasonable and documented charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy law.applicable Bankruptcy Law or comparable or expenses in the case of an Event of Default specified in Section 5.01(l). 100

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer Republic covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed in writing between the Republic and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Republic covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements of properly and reasonably incurred by its counsel and of by all agents and other 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. ; provided, however, that in connection with the Republic’s obligation to make a payment of any amounts due to the Trustee under this Section 5.6, the provisions of Paragraph 17 of the Terms shall be applicable, mutatis mutandis, for the benefit of the Trustee hereunder. (b) The Issuer Republic also covenants to indemnify, defend and hold the Trustee, each predecessor Trustee and their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee for, and to pay hold it harmless against, any loss, liability, damages or reimburse expense incurred without fraud, gross negligence or willful misconduct on its part, directly or indirectly, arising out of, or in connection with, the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge acceptance or administration of this Indenture or the trusts hereunder and its duties and rights hereunder, including, without limitation, the resignation documented costs and expenses (including counsel fees) properly and reasonably incurred of defending itself against or removal investigating any claim of liability with respect to the foregoing. (c) As security for the performance of the Trustee for any reason. Such additional indebtedness shall be a senior claim to that obligations of the Republic under this Section 5.6 the Trustee shall have a lien prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of the holders principal of (and premium, if any) or interest on particular Debt Securities. (d) In addition to, and the Securities are hereby subordinated but without prejudice to such senior claim. When its other rights under this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f) or (g) occursDefault, the expenses (including the charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Each Issuer, jointly and severally, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) to be agreed to in writing by the Trustee and the Issuer Issuers, and each Issuer, jointly and severally, covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including (i) the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employemploy and (ii) interest at the prime rate on any disbursements and advances made by the Trustee and not paid by the Issuers within 5 days after receipt of an invoice for such disbursement or advance) except any such expense, disbursement or advance as may arise from shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconductbad faith. The Issuer Each Issuer, jointly and severally, also covenants to indemnify, defend and hold fully indemnify each of the Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent for, and their respective directorsto hold it harmless against, officers, employees any and agents (collectively, the "Indemnified Persons") harmless from and against every all loss, liability liability, claim, damage or expense, expense (including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the allocated costs acceptance or administration of this Indenture or the trusts hereunder and expenses of in-house counsel and legal staff and its duties hereunder, including the costs and expenses of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except liability in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconductpremises. The obligations of the Issuer Issuers under this Section 7.06 to compensate and indemnify the Trustee and Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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, and the Securities Notes are hereby effectively subordinated to such senior claimclaim to such extent. When The provisions of this Section 7.06 shall survive the Trustee incurs expenses or renders services after an Event termination of Default specified in Section 4.1(f) or (g) occurs, the expenses this Indenture and the compensation for such services are intended to constitute expenses resignation or removal of administration under any bankruptcy lawthe Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer covenants and agrees to will pay to the Trustee from time to time, and compensation as agreed upon in writing for all services rendered by it hereunder in any capacity. The compensation of the Trustee shall be entitled to, reasonable compensation (which shall is not be limited by any provision of law in regard to the on compensation of a trustee Trustee of an express trust) and the . The Issuer covenants and agrees to pay or will reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses (including out-of-pocket expenses), disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture in any capacity hereunder, (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may arise from its gross negligence or willful misconductmisconduct as determined by a final order of a court of competent jurisdiction. The Issuer also covenants to indemnify, defend indemnify the Trustee in any capacity under this Indenture and hold the Trustee, each predecessor Trustee any other document or transaction entered into in connection herewith and their respective its directors, officers, employees and agents (collectivelyand each predecessor Trustee, the "Indemnified Persons") its directors, officers, employees and agents for, and to hold each of them harmless from against, any and against every all loss, damage, claims, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending or preparing to defend itself against any claim (collectively, "Losses"), that may be imposed on, incurred bywhether asserted by the Issuer, or asserted againstany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, any Indemnified Person for or in respect of connection with enforcing the Trustee's (a) execution and delivery provisions of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this IndentureSection, except in the case of such performance only and with respect to any Indemnified Person to the extent that such loss, damage, claim, liability or expense is due to the Loss resulted from such Indemnified Person's Trustee’s or any predecessor Trustee’s own gross negligence or willful misconduct. The misconduct as determined by a final order of a court of competent jurisdiction. (b) To secure the Issuer’s payment obligations of the Issuer under in this Section to compensate and indemnify Section, the Trustee and each predecessor Trustee and will have a lien prior to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reason. Such additional indebtedness shall be a senior claim to that of the Securities upon on all money or property and funds held or collected by the Trustee Trustee, in its capacity as suchTrustee, except funds money or property held in trust for the benefit to pay principal of, and interest on particular Securities. The Trustee’s right to receive payment of any amounts due under this Section 5.06 shall not be subordinate to any other liability or Indebtedness of the holders Issuer. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 5.06 shall extend to the officers, directors, agents and employees of particular Securitiesthe Trustee. (c) In addition to, and the Securities are hereby subordinated but without prejudice to such senior claim. When its other rights under this Indenture, when the Trustee and its agents and any authenticating agent incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f4.01(e) or (g) occursand Section 4.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer (a) To the extent not already required by Section 4.2 or 5.6(b), Jamaica covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation as agreed between Jamaica and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Jamaica covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable documented expenses, disbursements disbursements, losses and advances properly and reasonably incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including including, without limitation, the reasonable compensation and the compensation, documented expenses and disbursements reasonably incurred of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful misconduct. The Issuer . (b) To the extent not already required by Section 4.2 or 0, Jamaica also covenants to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without fraud, including without limitation damagesgross negligence or willful misconduct on its part, finesdirectly or indirectly, suitsarising out of, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expensesin connection with, the allocated acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including, without limitation, the documented costs and expenses of in-house counsel and legal staff and the costs and expenses reasonably incurred of defending itself against or preparing to defend against investigating any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in of liability with respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and foregoing. (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer Jamaica under this Section to compensate and indemnify the Trustee and each predecessor Trustee trustee and to pay or reimburse the Trustee and each predecessor Trustee trustee for documented expenses, disbursements disbursements, losses, liabilities, damages, judgments, claims and advances reasonably incurred or made shall constitute additional indebtedness hereunder and shall survive the resignation of the Trustee and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee for any reasonIndenture. Such additional indebtedness shall be a senior claim 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 Holders of particular Debt Securities, and the Debt Securities are hereby subordinated to such senior claim. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants Company and agrees each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable and documented out-of-pocket expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and documented compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) ), except any such reasonable expense, disbursement or advance as may arise from its negligence negligence, bad faith or willful misconduct. The Issuer also covenants ; and (c) to indemnify, defend indemnify the Trustee and hold the Trustee, each predecessor Trustee for, and their respective directorsto hold it harmless against, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every any loss, liability or expenseexpense incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with this Indenture, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket the acceptance or incidental expenses, legal fees and expenses, administration of this Indenture or the allocated costs and expenses of in-house counsel and legal staff trusts hereunder and the performance of its duties hereunder, including enforcement of this Section 6.07, and the reasonable and documented costs and expenses of defending itself (including the reasonable and documented fees and expenses of its counsel) in connection with the exercise or preparing to defend against performance of any claim (collectively, "Losses"), that may be imposed on, incurred by, of its powers or asserted against, any Indemnified Person for or in respect of the Trustee's (a) execution and delivery of this Indenture, (b) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. duties hereunder The obligations of the Issuer Company and each Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for such expenses, fees, disbursements and advances shall constitute an additional indebtedness obligation hereunder and and, together with the Lien provided for in the next sentence, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and and/or the resignation or removal termination of the Trustee this Indenture for any reason. Such additional indebtedness shall be a senior claim to that To secure the obligations of the Securities Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the company or any Guarantor and held in trust for the benefit of the holders Holders of particular SecuritiesSecurities under this Indenture. The Trustee shall be entitled to file a proof of claim in any bankruptcy proceeding as a secured creditor for its reasonable compensation, fees and expenses under this Section 6.07. In addition and without prejudice to the Securities are hereby subordinated rights provided to such senior claim. When the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 4.1(f5.01(i), Section 5.01(j), Section 5.01(k) or (g) occursSection 5.01(l), the expenses (including the reasonable and documented charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under any bankruptcy lawapplicable Bankruptcy Law or comparable or expenses in the case of an Event of Default specified in Section 5.01(l) .