Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have a lien prior constitute additional indebtedness hereunder. Without limiting any rights available to the Securities upon all property and funds held or collected by the Trustee as suchunder applicable law, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(55.01(e) or (6Section 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy lawapplicable Bankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or and the termination defeasance of this Indenturethe Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee for any series of Debt Securities from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Debt Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the such Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee for any series of Debt Securities shall have a lien prior to the Debt Securities upon all property and funds held or collected by the such Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on any particular series Debt Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any Such lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees:and the Guarantor agree (1) to To pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against (but not of instituting) any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular such Securities. When The obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses Company and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations Guarantor under this Section 6.07 shall be joint and any lien arising hereunder several. The provisions of this Section shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(55.01(e) or (6f), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s 's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s 's obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard to writing between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against any claim claim, whether asserted by the Company, a Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. As security for The Agent shall promptly notify the performance Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the obligations Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section. The provisions of this Section 7.7 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6)this Agreement, the expenses and satisfaction or discharge of the compensation for Equity Units or Stripped Equity Units and/ or the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive Separate Notes or the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own the Trustee's negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its parttheir part (excluding, for so long as no event of default hereunder has occurred and is continuing, any settlement that has not been approved by the Company in writing prior to any such settlement) arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee's negligence or bad faith. As security for the performance of the The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee for expenses, disbursements and advances shall have a lien prior to the Securities upon all property constitute additional indebtedness hereunder and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.7 shall survive the termination of the Indenture or the earlier resignation or removal of the Trustee. To secure the Company's payment obligations in this Section, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as agreed to in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securitiesthe Notes. When the Trustee renders services or incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5Sections 401(5) or (6)401(6) hereof, the expenses and the compensation for the services and expenses are intended to constitute expenses of administration under any applicable bankruptcy or insolvency law or law applicable to creditors’ rights to the extent permitted by applicable law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the satisfaction, discharge and termination of this Indenture or the earlier resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, nominees, custodians and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trust hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular Securities. The obligations of the Company under this Section shall survive the removal or resignation of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default and Acceleration specified in Section 5.01(55.1(b) or (6Section 5.1(c), the such expenses and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge United States Bankruptcy Code (Title 11 of the Company’s obligations pursuant to Article IV United States Code) or any similar federal or state law for the relief of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(d) or (6)e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it and its directors, officers, employees and agents harmless against, any loss, liability liability, damages, claims or expense expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or premium or interest on particular the Securities. When Any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.01(55.1(5) or (6), the expenses and the compensation for the services are ) is intended to constitute expenses an expense of administration under any then applicable bankruptcy or insolvency law. The Company’s obligations under this Section 6.07 6.7 and any lien claim arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or XIII and any rejection or termination under any applicable Federal or State bankruptcy, insolvency or other similar law, and the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this the Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)) and the Notes Documents, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own gross negligence or bad faithwillful misconduct as determined by a final order of a court of competent jurisdiction; and (3c) to indemnify indemnify, jointly and severally with the Guarantors, the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on its partthe Trustee’s part as determined by a final order of a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the other Notes Documents (including enforcing this trustSection 607), including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and under the other Notes Documents. As security for the performance of the The obligations of the Company Issuer under this Section 607 shall survive the satisfaction and discharge of the Indenture and the resignation or removal of the Trustee. To secure the Issuer’s payment obligations in this Section 607, the Trustee shall have a lien Lien prior to the Securities upon Notes on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder Such Lien shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own gross negligence or bad faith; and (3iii) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee. Such lien shall survive the resignation or removal of the Trustee as such, except funds held in trust for and the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5Sections 5.01(d) or (6)5.01(e) hereof occurs, the expenses and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence the negligence, willful misconduct or bad faithfaith of the Trustee as judicially determined; and (3) to indemnify the each of Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its partas judicially determined, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agreesand each Guarantor agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expensesexpenses (including, without limitation, expenses incurred in connection with notices or other communications to the Holders as required hereunder), disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee Trustee, and its officers, directors, employees and agents, for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The obligations of the Company and the Guarantors under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this Section and the Guarantors, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard to writing between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. As security for The Agent shall promptly notify the performance Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the obligations Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawSection. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.7 shall survive the termination of this Agreement or the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5Sections 5.01(f) or (6)5.01(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder which shall have been separately agreed to by the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any claim, loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien claim prior to the Debt Securities and any coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesDebt Securities or any coupons. When The claims of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall not be subject to the provisions of Article Eighteen. The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee for any series of Debt Securities from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Debt Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the such Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive the resignation or removal of the Trustee and the termination of this Agreement. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(4) or (5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute. As security for the performance of the obligations of the Company under this Section the Trustee for any series of Debt Securities shall have a lien prior to the Debt Securities upon all property and funds held or collected by the such Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on any particular series Debt Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any Such lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. The provisions of this Section 607 shall survive the resignation of the Trustee or the discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default a default specified in Section 5.01(5501(5) or (6), ) the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy Bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation Bankruptcy Reform Act of 1978 or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturea successor statute.

Compensation and Reimbursement. The Company IndyMac Bancorp agrees: (1) to pay to the Trustee Agent from time to time reasonable such compensation as shall from time to time be agreed to in writing by IndyMac Bancorp and the Agent for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)hereunder; (2) except as otherwise expressly provided for herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Agent) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee The Agent shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the Trustee as suchany predecessor Agent pursuant to this Section 7.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the termination of this Agreement and the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s 's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s 's obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation Bankruptcy Reform Act of 1978 or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturea successor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(6) or (67), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy applicable Federal or State bankruptcy, insolvency or other similar law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys’ fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company Issuer under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchTrustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5clause (5) or (6)) of Section 6.01, the expenses and the compensation for the services are will be intended to constitute expenses of administration under any bankruptcy lawBankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.07 shall survive the resignation or removal of any Trusteethe Trustee and the satisfaction, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the or termination of this Indenture.

Compensation and Reimbursement. The Company KeySpan agrees: (1) to pay to the Trustee Agent from time to time reasonable such compensation as shall from time to time be agreed to in writing by KeySpan and the Agent for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)hereunder; (2) except as otherwise expressly provided for herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Agent) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee The Agent shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the Trustee as suchany predecessor Agent pursuant to this Section 7.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the termination of this Agreement and the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Indenture. To secure the Company’s payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(d) or (6)e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faithwillful misconduct; and (3iii) to indemnify the Trustee (which for purposes of this Section 7.07(iii) shall include its officers, directors, employees and agents) and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the hereunder The obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder 7.07 shall survive the resignation or removal of any Trustee, the Trustee and the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.this

Compensation and Reimbursement. The Company agreesPartnership and the Guarantors jointly and severally agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company Partnership and the Guarantors under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have a lien prior constitute additional indebtedness hereunder. Without limiting any rights available to the Securities upon all property and funds held or collected by the Trustee as suchunder applicable law, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(4) or (6Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy lawapplicable Bankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or and the termination defeasance of this Indenturethe Securities.

Compensation and Reimbursement. The Company Buyer agrees:: ------------------------------ (1a) to pay to the Trustee Depositary or Paying Agent, as applicable, from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee Depositary or Paying Agent, as applicable, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Depositary or Paying Agent, as applicable, in accordance with any provision of this Indenture CVR Agreement (including the reasonable compensation and the expenses and disbursements of its respective agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own the Depositary or Paying Agent's negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee Depositary and Paying Agent and each of its respective agents, officers, directors and employees (each an "indemnitee") ---------- for, and to hold it harmless against, any loss, liability or expense (including attorneys fees and expenses) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The Buyer's payment obligations of the Company under pursuant to this Section shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (and premium, if any) or interest on particular Securitiesthis CVR Agreement. When the Trustee Depositary or Paying Agent incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(59.1(c) or (6)9.1(d) with respect to the Buyer, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturelaws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(9) or (6Section 501(10), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify each of the Trustee and any Predecessor Trustee and their respective agents for, and to hold it each of them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for 72 65 To secure the performance of the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.01(d) or (6)e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawBankruptcy Reform Act of 1978 or a successor statute. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(6) or (6)7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy applicable United States Federal or State bankruptcy, insolvency or other similar law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee, any predecessor Trustee and their respective agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder 9.09 shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard writing from time to time between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3c) to fully indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any and all loss, liability liability, claim, damage or reasonable out-of-pocket expense incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. As security for The Agent shall promptly notify the performance Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the obligations Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawSection. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.7 shall survive the termination of this Agreement or the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawBankruptcy Reform Act of 1978 or a successor statute. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureSECTION 608. Disqualification; Conflicting Interests.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, nominees, custodians and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trust hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular Securities. The obligations of the Company under this Section shall survive the removal or resignation of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs any expenses or renders any services in connection with after the occurrence of an Event of Default specified in Section 5.01(55.1(b) or (6Section 5.1(c), the such expenses and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge United States Bankruptcy Code (Title 11 of the Company’s obligations pursuant to Article IV United States Code) or any similar federal or state law for the relief of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1: a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except for funds held in trust for the payment of the principal of (of, and premiuminterest, if any) or interest on particular premium and other amounts on, the Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Indenture. To secure the Company's payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon Debentures on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5Sections 5.01(d) or (6)5.01(e) hereof occurs, the expenses and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section shall constitute additional indebtedness hereunder and shall survive the Trustee satisfaction and discharges of this Indenture. Such additional indebtedness shall have be a lien prior 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 payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities, and the Securities are hereby subordinated to such senior claim. When If the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default a default specified in Section 5.01(5501(5) or (6501(6), the such expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; faith and (3) to indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs costs, expenses and expenses reasonable attorney's fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected controlled by the Trustee as suchto secure the Company's payment obligations in this Section 607, except with respect to funds held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(4) or (6Section 501(5), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. All rights, protections and benefits of the Trustee shall extend to the Trustee acting as conversion agent, Trustee or Securities Registrar with respect thereto. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the termination of this Indenture or the earlier resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, nominees, custodians and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular Securities. When The obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations Company under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee (and such indemnification shall extend to the officers, directors, employees and agents of the Trustee) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of ; (4) that the obligations of the Company under this Section 607 shall survive the Trustee shall have a lien prior to the Securities upon all property satisfaction and funds held or collected by the Trustee as such, except funds held in trust for the payment discharge of principal of this Indenture; and (and premium, if any5) or interest on particular Securities. When that when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(1) or (6)2) hereof has occurred, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Federal or State bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to To pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) except Except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and. (3) to To indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, damage, claim or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. When the Trustee incurs expenses Securities or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawcoupons. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for To secure the performance of the Company's payment obligations of the Company under in this Section 6.7, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds such money and property held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Such payment obligations and lien shall survive satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(f) or (6)g) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any federal or state bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: : (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except for funds held in trust for the payment of the principal of (of, and premiuminterest, if any) or interest on particular premium and other amounts on, the Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in accordance with the agreement between the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)) as detailed in such request, except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and; (3) to indemnify the Trustee Trustee, its officers, directors, employees and agents for, and to hold it and them harmless against, any loss, liability or expense incurred without negligence or bad faith on its or their part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for ; and (4) to secure the performance of the Company's payment obligations of the Company under in this Section 6.7, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that money and property held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(55.1(6) or (6Section 5.1(7), the expenses (including the reasonable fees and expenses of counsel) and the compensation for the services are intended to constitute expenses of the administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the termination of this Indenture or the earlier resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee and its agents, officers, directors and employees and any predecessor Trustee for, and to hold it them harmless against, any loss, liability liability, damage, claim or expense including taxes (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the . (d) The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities upon Notes on all money or property and funds held or collected by the Trustee as suchTrustee, except funds and the money or property held in trust for the payment of principal of (to pay principal, interest and premiumLiquidated Damages, if any) , on the Notes. Such lien shall survive the resignation or interest on particular Securitiesremoval of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5clause (m) or (6)n) of Section 5.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge Title 11 of the Company’s obligations pursuant to Article IV U.S. Code or any other similar foreign, federal or state law for the relief of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and in connection with the other transaction documents, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and thereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the earlier resignation or removal of any Trustee, the Trustee or the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Securityholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(4) or (6Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any bankruptcy applicable federal or state bankruptcy, insolvency or other similar law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 607 shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Indenture, including costs of collection (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or and interest (and Liquidated Damages, if any), on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6)Article V hereof, the expenses (including reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses expense of administration under any applicable bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company, and if the Company fails to do so, the Guarantor, agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, bad faith or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder 607 shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee and its agents, officers, directors and employees and any predecessor Trustee for, and to hold it them harmless against, any loss, liability liability, damage, claim or expense including taxes (including attorney's fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities upon Notes on all money or property and funds held or collected by the Trustee as suchTrustee, except funds and the money or property held in trust for the payment of principal of (to pay principal, interest and premiumLiquidated Damages, if any) , on the Notes. Such lien shall survive the resignation or interest on particular Securitiesremoval of the Trustee and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5clause (l) or (6)m) of Section 5.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge Title 11 of the Company’s obligations pursuant to Article IV U.S. Code or any other similar foreign, federal or state law for the relief of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own the Trustee’s negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or reasonable expense incurred (including, without negligence or bad faith on its partlimitation, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. When Any compensation or expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 5.01(5501(8), (9) or (6), the expenses and the compensation for the services are 10) is intended to constitute expenses an expense of administration under any then applicable bankruptcy or insolvency law. The Company’s obligations “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.07 606. The provisions of this Section 606 shall, to the extent permitted by law, survive any termination of this Indenture (including, without limitation, termination pursuant to any Bankruptcy Laws) and any lien arising hereunder shall survive the resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company, the Subsidiary Guarantors and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(6) or (6)7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy applicable German or United States Federal or State bankruptcy, insolvency or other similar law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);): (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular SecuritiesSecurities previously called for redemption. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(55.1(8) or (6Section 5.1(9), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own the Trustee's negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable 56 49 compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchTrustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5clause (4) or (6)5) of Section 6.01, the expenses and the compensation for the services are will be intended to constitute expenses of administration under any bankruptcy lawBankruptcy Law. The Company’s obligations under provisions of this Section 6.07 7.07 and any lien arising hereunder shall survive the resignation or removal of any the Trustee, the discharge dischare of the Company’s 's obligations pursuant to Article IV VIII of this Indenture and/or the and any rejection or termination of this Indenturethe Indenture under any Bankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.06 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(55.01(7) or (6)8), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any bankruptcy lawBankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 6.06 shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5) or (6)5.01(6) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 607 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 607, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5Sections 501(5) or (6)501(6) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence expense, including taxes (other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.08, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The provisions of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the termination of this Indenture, or the resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees:Issuer and Guarantors agree (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company Issuer and Guarantors under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchTrustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5clause (5) or (6)) of Section 6.01, the expenses and the compensation for the services are will be intended to constitute expenses of administration under any bankruptcy lawBankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.07 shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability claim, damage or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 606 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 606, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of principal of (and premiumto pay principal, if any) or Redemption Price interest on on, particular Securities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(5) or (6)501(6) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation as mutually agreed upon for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it and them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(e) or and (6)f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureBankruptcy Law.

Compensation and Reimbursement. (a) The Company agrees: (1) to shall pay to the Trustee from time to time reasonable compensation for all services 40 rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2b) except Except as otherwise expressly provided herein, to the Company shall reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and. (3c) to The Company shall indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including, but not limited to, reasonable attorneys' fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security . (d) The Trustee shall have a claim prior to the Securities as to all property and funds held by it hereunder for any amounts owing it or any predecessor Trustee pursuant to this Section 6.07, except to funds held in trust for the performance benefit of the Holders of any Securities. The obligations of the Company under this Section 6.07 shall survive payment in full of the Securities. (e) The obligations of the Company to indemnify the Trustee under Section 6.07(c) shall have a lien prior extend to the Securities upon all property Trustee's officers, directors, employees, agents and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (attorneys and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the termination and discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Indenture. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of 57 law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder and in connection with the other transaction documents, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and thereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s 's obligations under this Section 6.07 and any lien arising hereunder shall survive the earlier resignation or removal of any Trustee, the Trustee or the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and principal, Cumulative Deferred Amount, premium, if any) , or interest on the sum of such particular SecuritiesSecurities and the Cumulative Deferred Amount. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5501(9) or (6Section 501(10), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard to writing between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. As security for The Agent shall promptly notify the performance Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the obligations Company, which consent shall not be unreasonably withheld, provided that -77- any failure to give any such notice shall not affect the obligation of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawSection. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.7 shall survive the termination of this Agreement or the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, consultants and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When The obligations of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations Company under this Section 6.07 and any lien arising hereunder 6.7 shall survive payment in full of the Securities, the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs incur expenses or renders services in connection with an Event of Default specified in Section 5.01(55.01(e) or (6f), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s 's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s 's obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees:, (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys’ fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company Issuer under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchTrustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5clause (5) or (6)) of Section 6.01, the expenses and the compensation for the services are will be intended to constitute expenses of administration under any bankruptcy lawBankruptcy Law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.07 shall survive the resignation or removal of any Trusteethe Trustee and the satisfaction, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the or termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses -38- 45 and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify each of the Trustee and any Predecessor Trustee and their respective officers, directors, stockholders, employees and agents for, and to hold it each of them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) to the extent incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.01(e) or (6)f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawthe Bankruptcy Reform Act of 1978 or a successor statute. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and; (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security ; and (4) that the Company's obligation under this Section 607 to compensate the Trustee and to pay and reimburse the Trustee for such expenses, disbursements and advances shall not be subordinate to the performance payment of the obligations Senior Indebtedness of the Company under pursuant to Article Thirteen and shall constitute additional indebtedness. The Company's payment obligations pursuant to this Section 607 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 5.01(5501(6) or (67), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. The provisions of this Section 607 shall survive the resignation or removal of the Trustee or the discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default a default specified in Section 5.01(5501(5) or (6), ) the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy Bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all the Trustee’s services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its the Trustee’s own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, in each case to the extent permitted by law, any loss, claim, damage, liability or expense incurred without negligence or bad faith on its the Trustee’s part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the Trustee’s costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event The benefits of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(5) or (6)Section 5.1(6) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any bankruptcy applicable bankruptcy, insolvency, reorganization or similar law. The Company’s obligations under Trustee shall have priority over 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 6.07 and any lien arising hereunder 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination of this Indenture or the resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed upon by the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability liability, damage, claim or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim whether asserted by the Company, any Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under pursuant to this Section shall constitute additional indebtedness hereunder, shall survive the Trustee satisfaction and discharge of this Indenture and resignation and removal of the Trustee, and shall have be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section Section, the Trustee shall have a lien prior to the Securities Senior Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawSenior Notes. The Company’s obligations under of this Section 6.07 and any lien arising hereunder shall survive the termination of this Agreement and the earlier resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1) to shall pay to the Trustee for each of its capacities hereunder from time to time reasonable compensation for all its services rendered by it hereunder (which as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances out-of-pocket expenses incurred or made by the Trustee in accordance with any provision of this Indenture (including it. Such expenses shall include the reasonable compensation and expenses of the expenses and disbursements of its Trustee’s agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and. (3b) to The Company shall indemnify each of the Trustee for, and to hold it harmless against, in each of its capacities hereunder against any loss, liability or expense (including the cost of defending itself and 153199794 v1 (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred without by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through negligence or bad faith on its partfaith. (d) To ensure the Company’s payment obligations in this Section, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon on all funds or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(56.01(4) or (65), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder 7.06 shall survive the termination of this Indenture and the resignation or removal of any the Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard to writing between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the Transaction Documents, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against any claim claim, whether asserted by the Company, a Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. As security for The Agent shall promptly notify the performance Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the obligations Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section. The provisions of this Section 7.7 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6)this Agreement, the expenses and satisfaction or discharge of the compensation for DECS and/ or the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive Separate Notes or the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Purchase Contract Agent from time to time reasonable such compensation for all services rendered by it hereunder (which compensation as shall not from time to time be limited agreed upon by any provision of law in regard to the compensation of a trustee of an express trust);Company and the Purchase Contract Agent. (2) except as otherwise expressly provided herein, to reimburse the Trustee Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Purchase Contract Agent in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its agents Purchase Contract Agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee Purchase Contract Agent and any predecessor Purchase Contract Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance The provisions of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder 7.7 shall survive the termination of this Agreement and the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndenturePurchaser Contract Agent.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien Lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 5.01(5Sections 5.01(e) or (6)5.01(f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive other similar foreign, federal or state law for the resignation or removal relief of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(5501(4) or (6)5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy lawBankruptcy Reform Act of 1978 or a successor statute. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this IndentureSECTION 608. Disqualification; Conflicting Interests.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of ; and (4) the obligations of the Company under this Section to compensate and indemnify the Trustee shall have constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a lien prior 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 payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services Securities are intended hereby subordinated to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuch senior claim.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section 6.7, the Company under this Section and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(a) or (6)b) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company Bank agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Bank and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Indenture or the earlier resignation or removal of the Trustee. To secure the Bank's payment obligations of in this Section, the Company under this Section Bank and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securitiesthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.01(55.1(4) or (6)5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company Issuer agrees:: ------------------------------ Page ____ of ____. (1a) to pay to the Trustee from time to time reasonable compensation such compensations as the Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall may be determined attributable to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the The Trustee shall have a lien prior to the Securities upon BOKF Notes as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section, except with respect to funds held in trust for the payment benefit of principal the holders of (and premium, if any) or interest on particular SecuritiesBOKF Notes. When the Trustee incurs expenses or renders services in connection with an Event event of Default specified in Section 5.01(5) or (6), default the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any bankruptcy applicable Federal or state bankruptcy, insolvency or other similar law. The Company’s obligations under provisions of this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.