Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesEach of the Issuer and the Parent Guarantor agrees jointly and severally: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to 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 to the extent any such expense, disbursement or advance as may be attributable to its gross negligence negligence, bad faith or willful misconduct; and (3) to indemnify each of the Trustee and any predecessor trustee and its Trustee and their respective officers, directors, employees, employees and agents directors for, and to defend and hold it or them harmless against, any and all loss, liability liability, claim, damage or expense incurred without gross negligence (including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, backup withholding or willful misconduct taxes based on its or their partthe income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including reasonable fees this Section 607(3)) and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent any such loss, liability, claim, damage or expense may be attributable to its negligence, bad faith or willful misconduct; To ensure the Issuer’s and the Parent Guarantor’s payment obligations under this Section 607, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property collected or held in trust for the benefit of the Holders of particular Securities. The Such lien and the obligations of the Company Issuer under this Section to compensate 607 shall survive the Trustee, to pay or reimburse resignation and removal of the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, . The indemnity contained herein shall survive the resignation or removal of the Trustee and the final payment in full of the Securities, and termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Trustee and the Company shall be agreed from time to time agree 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 may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7501(5), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination payment of this Indenture for any reason the Securities and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee from time to time shall be entitled to, such reasonable compensation as shall be agreed in writing between the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) Trustee, and, except as otherwise expressly provided herein, to the Company will pay or 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 the provisions 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 may be attributable to arise from its gross negligence or willful misconduct; and (3) bad faith. The Company also covenants to indemnify the Trustee and any predecessor trustee (and its and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence negligence, bad faith or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and 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 hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 benefit of principal the holders of particular Securities. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 7.06 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company 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); (2) , and, except as otherwise expressly provided hereinprovided, to the Company will pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counsel), counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or willful misconduct; and (3) to bad faith. The Company and any Guarantors, jointly and severally, shall indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out the part of or the Trustee in connection with the acceptance or administration of this trust and the trust or trusts hereunder, performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantors (including reasonable fees and expenses of counselthis Section 6.7) of or defending itself or themselves against any claim whether asserted by any Holder, the Company or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its or their powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Issuer of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. 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 6.7 shall survive the satisfaction and discharge of this Indenture, Indenture or the earlier resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsTrustee. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6) or (7)Default, the expenses and compensation for the services (including the reasonable charges fees and expense expenses of its agents and counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeBankruptcy Code.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time 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 may shall be attributable determined to have been caused by its gross own negligence or willful misconduct, as adjudicated by a court of competent jurisdiction; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, agents and agents employees and any predecessor Trustee for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) and (including reasonable attorneys’ fees and expenses and court costs) incurred without gross negligence or willful misconduct misconduct, as adjudicated by a court of competent jurisdiction, on its or their part, arising out of or in connection with the acceptance or administration of this trust, (a) any action, claim or suit brought to enforce the trust Trustee’s right to indemnification or trusts hereunder, (b) including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim regardless of whether the claim is asserted by the Company, a Holder or any other Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee shall have the right to employ separate counsel at the expense of the Company if in the judgment of the Trustee (i) a conflict of interest exists by reason of common representation, (ii) there are legal defenses available to the Trustee that are different from or in addition to those available to the Company or (iii) if all parties commonly represented do not agree to the action (or inaction) of counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as adjudicated by a court of competent jurisdiction. 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, the Indenture and resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture, the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees:, (1) to pay to the Trustee from time to time such the reasonable compensation as shall be agreed to by the Company in writing between the Company and the Trustee 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 out-of-pocket expenses incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their the Trustee’s part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including including, without limitation, reasonable attorneys’ fees and expenses, the costs of enforcement of this Indenture or any provision thereof and the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to need not pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee settlement made without its consent (which consent shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7not be unreasonably withheld), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 707 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason or the resignation and the earlier resignation or removal of the Trustee. The Trustee shall have a claim prior to the Notes for payment of all amounts due the Trustee under this Section 707 on all money or property held or collected by the Trustee, other than money or property held in trust to pay the principal of and interest on any Notes.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company and the Trustee may from time to time agree in writing for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company shall pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to its arise from the Trustee’s gross negligence negligence, bad faith or willful misconduct; and (3) . The Company covenants and agrees to indemnify the Trustee and any predecessor trustee (and its and their officers, agents, directors, shareholders and employees, and agents ) for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, reasonable attorney’s fees and expenses) incurred without gross negligence or bad faith or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 benefit of principal of the Holders. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(67.01(g) or (7)h) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Bankruptcy Law. (d) For the purposes of this Section 8.06, the “Trustee” shall include any predecessor Trustee; provided, however, that the gross negligence, bad faith or state bankruptcy, insolvency willful misconduct of any Trustee or other similar law. indemnified party hereunder shall not affect the rights of any other Trustee hereunder. (e) The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(7) or (7)8), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(vi) or (7vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company Issuer agrees: (1i) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as agreed upon in writing by the Issuer 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); (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 Senior Debt Securities Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined by a court of competent jurisdiction to have been caused by its gross own negligence or willful misconduct; and (3iii) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense (including legal fees and expenses) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, hereunder including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Issuer, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder but excluding any tax liabilities of the Trustee in respect of its income, profits or gains. The obligations Trustee shall notify the Issuer in writing of the Company under this Section commencement of any action or claim in respect of which indemnification may be sought promptly after a Responsible Officer of the Trustee becomes aware of such commencement (provided that the failure to compensate make such notification shall not affect the Trustee’s rights hereunder) and the Issuer shall be entitled to participate in, and to the extent it shall wish, to pay or reimburse assume the defense thereof, including the employment of counsel reasonably satisfactory to the Trustee. If the Issuer and the Trustee for expensesare being represented by the same counsel and the Issuer has assumed the defense of the claim, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and not be authorized to settle a claim without the written consent of the Issuer, which consent shall survive not be unreasonably withheld. If the satisfaction and discharge Trustee is represented by separate counsel due to a conflict of this Indentureinterest or its need for separate representation due to a need to assert defenses which are different from the Issuer’s, in the Trustee’s sole discretion, the resignation or removal Trustee shall be entitled to enter into any settlement without the written consent of the Issuer and any and all fees, costs and expenses of such separate legal representation of the Trustee and will be paid by the termination of this Indenture for any reasonIssuer. As security for the performance of such the obligations of the CompanyIssuer under this Section, the Trustee shall have a claim and senior lien prior to which the Senior Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar lawSenior Debt Securities. The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Indenture, the termination of this Senior Debt Securities Indenture for any reason and or the earlier resignation or removal of the Trustee. (b) To the extent that (x) the Issuer’s obligations to reimburse and indemnify the Trustee (and each agent, custodian and other Person employed to act hereunder) pursuant to this Section 6.07 (or any other agreement entered into in connection with the Senior Debt Securities) are liabilities under the Banking Xxx 0000 that are not excluded liabilities or otherwise excluded from bail-in by legislation, rule, regulation or regulatory technical standard or any other exemption therefrom or amendment thereto and (y) the Relevant UK Resolution Authority has exercised any UK Bail-in Power in whole or in part with respect to such liabilities, notwithstanding any other term of the Senior Debt Securities or this Senior Debt Securities Indenture or any other agreements, arrangements or understandings between the Issuer and the Trustee (and each agent, custodian and other Person employed to act hereunder), the Trustee (and each agent, custodian and other Person employed to act hereunder) acknowledge, agree to be bound by and consent to the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority in relation to the obligations of the Issuer to the Trustee (and each agent, custodian and other Person employed to act hereunder) under this Section 6.07 (or any other agreement entered into in connection with the Senior Debt Securities). To the extent that the Issuer’s obligations to reimburse and indemnify the Trustee are liabilities of the type listed in section 48B(7A) of the Banking Xxx 0000 or in any other exemption or amendment thereto, the Issuer’s obligations to reimburse and indemnify the Trustee in accordance with this Section 6.07 shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority. (c) Other than in circumstances where the Relevant UK Resolution Authority has exercised the UK Bail-in Power, in whole or in part with respect to the Senior Debt Securities, the accrued obligations of the Issuer under this Section 6.07 to compensate and indemnify the Trustee for expenses, losses, claims damages, liabilities, disbursements and advances shall survive the termination, satisfaction and discharge of this Senior Debt Securities Indenture, including any termination under any applicable bankruptcy or similar law or the removal or resignation of the Trustee. (d) It is the intention of the parties hereto that the Issuer’s obligations to indemnify the Trustee in accordance with this Section 6.07 shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

Compensation and Reimbursement. The Company agrees: (1) covenants and agrees to pay in Dollars to the Trustee from time to time such compensation as shall be agreed in writing between the Company 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); (2) , and, except as otherwise expressly provided herein, to the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counselcounsel and of all Persons not regularly in its employ), including Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its gross negligence or willful misconduct; and (3) . The Company also covenants to indemnify in Dollars the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee, Trustee and 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, . Each Issuer and the resignation or removal Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Debt Securities upon all property and funds held or collected by the Trustee Trustee, as such, except funds held in trust for the payment of principal of (or of, and premium, if any) , or interestinterest on, if any, on particular Securities or any couponsDebt Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(66.01(e) or (7)f) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesand the Guarantor (without duplication) each agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross the Trustee’s negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their agents, officers, directors, employees, directors and agents employees for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Company under this Section extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonbad faith. As security for the performance of such the obligations of the CompanyCompany and the Guarantor under this Section, the Trustee shall have a claim and 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 (of, and premium or premium, if any) interest on or interest, if any, on particular any Additional Amounts with respect to Securities or any couponsCoupons appertaining thereto. When To the extent permitted by law, 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 or pursuant to Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(5) or (76), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company shall pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and agents and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence negligence, bad faith or willful misconduct; and (3) . The Company also covenants to indemnify the Trustee and any predecessor trustee (and its and their officers, directorsagents, shareholders, managers, directors and employees, and agents ) for, and to hold it or them harmless against, any loss, damage, claim, liability or expense incurred without gross negligence negligence, bad faith or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of the Trustee’s duties hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section 9.7 to compensate and indemnify the Trustee, Trustee and 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 hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities Debentures 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 (or premium, if any) or interest, if any, on particular Securities or any couponsDebentures. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section Such lien shall survive the satisfaction and discharge of this Indenture, Indenture or the termination resignation and removal of the Trustee. (c) The obligations of the Company under this Section 9.7 shall survive the satisfaction and discharge of this Indenture for any reason and the earlier resignation or removal of the Trustee. (d) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee acting in any capacity hereunder (which compensation shall will 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 promptly 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 Trustee’s agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its agents powers and counselduties as Trustee), except any such expense, disbursement or advance as may be attributable to its resulting from the Trustee’s gross negligence or willful misconduct; and (3) to indemnify indemnify, defend, protect and hold each of the Trustee and acting in any capacity or any predecessor trustee and its Trustee and their officersagents, directorsaccountants, employeesconsultants, counsel and agents forother experts employed by it in the exercise and performance of its powers and duties as Trustee harmless from and against any and all losses, and to hold liabilities, damages, costs or expenses suffered or incurred by it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderits duties under this Indenture, including the costs and expenses (including reasonable fees of enforcing this Indenture against the Company and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder, except to the extent any such loss, liability or expense resulting from its gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee). The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. None of the Company need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 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 5.07 will survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall will have a claim and lien prior to the Securities Subordinated 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, or interest on, Subordinated Notes. Such lien will survive the satisfaction and discharge hereof and the resignation or removal of (the Trustee. Any compensation or premium, if any) or interest, if any, on particular Securities or any coupons. When expense incurred by the Trustee incurs expenses or renders services in connection with an Event of Default after a default specified in by Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 4.01 is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcyinsolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, insolvency but the negligence or bad faith of any Trustee will not affect the rights of any other similar lawTrustee under this Section 5.07. The provisions of this Section shall 5.07 will, to the extent permitted by law, survive the satisfaction and discharge of this Indenture, the any termination of this Indenture for (including, without limitation, termination in accordance with any reason Bankruptcy Laws) and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and any predecessor trustee Trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability liability, claim, damage or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The As Security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim and 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 (or premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6) or (7)occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services of the Trustee are intended to constitute expenses of administration under any applicable U.S. bankruptcy law or any similar federal or state bankruptcy, insolvency or other similar lawlaw for the relief of debtors. The provisions of this Section 606 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); ; (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to have been caused by its gross negligence or willful misconduct; and and (3) to indemnify the Trustee and any predecessor trustee and Trustee, its and their directors, officers, directors, employees, agents and agents employees for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense incurred without gross negligence or willful misconduct bad faith on its part, including taxes (other than taxes based upon, measured by or their partdetermined by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(65.01(7) or (7Section 5.01(8), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section shall survive the resignation or removal of the Trustee and any satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between and the Company Agents, and the Trustee for all services rendered by it hereunder and the Agents shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company, and the Trustee or the Agents may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee or the Agents, and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee and the Agents upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Agents in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents their counsel and counsel), of all Persons not regularly in their employ) except any such expense, disbursement or advance as may be attributable to its gross negligence arise directly from their negligence, willful misconduct or willful misconduct; and (3) bad faith. The Company also covenants to indemnify the Trustee and any predecessor trustee and its the Agents (and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any lossand all claims, liability obligation, losses, liabilities, damages, injuries, penalties, stamp or expense other similar taxes, actions, suits, proceeding, judgment, reasonable costs and expenses (including reasonable attorneys’ fees and agents’ fees and expenses and fees and expenses incurred without gross negligence in connection with the enforcement of indemnification rights) of whatever kind or willful misconduct on its nature regardless of their merit, demanded, asserted, or their partclaimed against the Trustee (whether asserted by any Securitiyholder, the Company or otherwise) directly or indirectly related to, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise premises, reasonable attorneys’ and consultants’ fees and expenses and court costs, enforcing this Indenture (including this Section 7.06) and of defending themselves against any claims except to the extent caused directly by the Trustee’s or performance Agents’ negligence, willful misconduct or bad faith. The obligations of any the Company under this Section 7.06(a) shall survive the satisfaction and discharge of its this Indenture and the earlier resignation or their powers removal of the Trustee or duties hereunder. an Agent. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and Agents and to pay or reimburse the Trustee and Agents for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities upon all property and funds held or collected by the Trustee or Agents as such, except funds held in trust for the payment benefit of principal the Securityholders of particular Securities. (or premium, if anyc) or interest, if any, on particular Securities or Without prejudice to any coupons. When other rights available to the Trustee incurs or the Agents under applicable law, when the Trustee or the Agents incur expenses or renders render services in connection with after an Event of Default specified in Section 501(66.01(a)(5) or (7)Section 6.01(a)(6) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trusteelaws.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between and the Company Agents, and the Trustee for all services rendered by it hereunder and the Agents shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company, and the Trustee or the Agents may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee or the Agents, and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee and the Agents upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Agents in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents their counsel and counsel), of all Persons not regularly in their employ) except any such expense, disbursement or advance as may be attributable to its gross arise from their negligence or willful misconduct; and (3) . The Company also covenants to indemnify the Trustee and any predecessor trustee and its the Agents (and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any lossand all claims, liability obligation, losses, liabilities, damages, injuries, penalties, stamp or expense other similar taxes, actions, suits, judgment, reasonable costs and expenses (including reasonable attorneys’ fees and agents’ fees and expenses) of whatever kind or nature, incurred without gross negligence or willful misconduct on its and regardless of their merit, demanded, asserted, or their partclaimed against the Trustee (whether asserted by any Securityholder, the Company or otherwise) directly or indirectly related to, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis Indenture, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise premises, reasonable attorneys’ and consultants’ fees and expenses and court costs, enforcing this Indenture (including this Section 7.06) and of defending themselves against any claims except to the extent caused by the Trustee’s or performance Agents’ negligence or willful misconduct. The obligations of any the Company under this Section 7.06(a) shall survive the satisfaction and discharge of its this Indenture and the earlier resignation or their powers removal of the Trustee or duties hereunder. an Agent. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and Agents and to pay or reimburse the Trustee and Agents for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities upon all property and funds held or collected by the Trustee or Agents as such, except funds held in trust for the payment benefit of principal the Securityholders of particular Securities. (or premium, if anyc) or interest, if any, on particular Securities or Without prejudice to any coupons. When other rights available to the Trustee incurs or the Agents under applicable law, when the Trustee or the Agents incur expenses or renders render services in connection with after an Event of Default specified in Section 501(66.01(a)(5) or (7)Section 6.01(a)(6) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this laws. (d) This Section 7.06 shall survive not apply to the satisfaction and discharge of this Indenture, the termination of this Indenture for Company or any reason and the earlier resignation or removal Affiliate of the TrusteeCompany if the Company or such Affiliate acts as Agent.

Compensation and Reimbursement. The Company Corporation agrees: (1) to pay to the Trustee from time to time such compensation as the Trustee and the Corporation shall be agreed from time to time agree 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 may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company Corporation 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanyCorporation, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7501(5), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination payment of this Indenture for any reason the Securities and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company and each Guarantor agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall be agreed upon in writing from time to time between the Trustee and the Company and 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 may be attributable to its gross negligence or willful misconduct; and (3c) to indemnify each of the Trustee and or any predecessor trustee and its Trustee and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence expense, including taxes (other than taxes based upon, measured by or willful misconduct on its or their partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , or in connection with enforcing 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 provisions of this IndentureSection, except to the resignation extent that such loss, damage, claim, liability or removal of expense is due to its own negligence or willful misconduct. To secure the Trustee Company’s and the termination of Guarantor’s payment obligations in this Indenture for any reason. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim and 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 benefit of Holders of Securities to pay principal of (or premium, if any) or interest, if any, and interest on particular Securities or any couponsSecurities. When Without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(65.01(g) or (7)Section 5.01(h) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee as the Company and the Trustee shall agree in writing from time to time such compensation as shall be agreed in writing between the Company and the Trustee Dollars for all services rendered by it hereunder as shall be agreed upon in writing 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 in Dollars 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 may be attributable to its gross negligence or willful wilful misconduct; and (3c) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, representatives and agents in Dollars for, and to hold it or them harmless against, any loss, damage, claims, liability or expense incurred without gross negligence or willful wilful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim 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 or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee for the Notes shall have a claim and lien 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 (or and premium, if any) or interest, if any, on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (75.01(g), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions 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, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder under this Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinin this Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may shall be attributable determined to have been caused by its own gross negligence or willful misconduct; and (3) to indemnify each of the Trustee and any predecessor trustee and its Trustee and their officers, directorsagents, employees, directors and agents employees for, and to hold it or them harmless against, any and all loss, liability damage, claim, liability, or expense expense, including fees and expenses of counsel and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderunder this Indenture, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, or in connection with enforcing the resignation or removal of the Trustee and the termination provisions of this Indenture for any reasonSection. As security for the performance of such obligations of To secure the Company’s obligations under this Section, the Trustee shall have a claim and lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (or and premium, if any) or interest, if any, interest on particular Securities or any coupons. When Securities; In addition to, and without prejudice to its other rights under 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 501(65.1(1) or (72), the such expenses (including reasonable charges the fees and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable U.S. federal similar Federal or state bankruptcy, insolvency or other similar law. State law for the relief of debtors; and The provisions of this Section 6.7 shall survive the satisfaction and discharge of this the Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee and the termination for any reason of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time 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 may shall be attributable determined to have been caused by its gross own negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, agents and agents employees and any predecessor Trustee for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim regardless of whether the claim is asserted by the Company, a Holder or any other Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee shall have the right to employ separate counsel at the expense of the Company if in the judgment of the Trustee (i) a conflict of interest exists by reason of common representation, (ii) there are legal defenses available to the Trustee that are different from or in addition to those available to the Company or (iii) if all parties commonly represented do not agree to the action (or inaction) of counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. 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, the Indenture and resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture, the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as shall be agreed upon in writing 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its gross own negligence or willful misconduct; and (3) to indemnify each of the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence or willful misconduct on its or their own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The , including with respect to enforcement of its rights under this Section 607. (b) As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. Securities. (c) When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6clause (5) or (7)6) of Subsection 501(a) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation Indenture or removal of the Trustee and the any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities any Security. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6paragraphs (j) or (7), the expenses (including reasonable charges and expense of its counselk) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time 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 may shall be attributable determined to its gross have been caused by the Trustee’s own negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the Indenture and resignation or removal of the Trustee and the or any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities any Security. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6paragraph (f) or (7), the expenses (including reasonable charges and expense of its counselg) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 expenseexpenses, disbursement disbursements or advance advances as may be attributable to its gross negligence or willful misconduct; andbad faith; (3c) to indemnify each of the Trustee and or any predecessor trustee and its Trustee and their officers, directors, employees, and respective agents for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based upon or measured by or determined by reference to the income of the Trustee); incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim claim, whether asserted by the Issuer, a Holder or any other person, or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. hereunder or enforcing the provisions of this section; and (d) The obligations of the Company under this Section to compensate the TrusteeTrustee shall have, to pay or reimburse and is hereby granted, a first priority lien on all monies, securities and collateral (other than monies held in trust by the Trustee for expensesthe purpose of paying the principal, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any, and interest on any specific Securities) held by or interest, if any, on particular Securities or any coupons. When behalf of the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended pursuant to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for payment or reimbursement to the Trustee of its fees, expenses and any reason and the earlier resignation or removal of the Trusteeother monies payable to it hereunder.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor or successor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section 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 Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(65.1(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) agrees to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 Since the Trust is being formed solely to facilitate an investment in the Trust Securities, the Company, as otherwise expressly provided hereinborrower, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all costs and expenses of the Issuer Trust (including without limitation all costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations of the Company directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. (c) The Company shall 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, arising out of or in connection with the acceptance or administration of this trust 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. This indemnification shall survive the termination of this Indenture or the resignation or removal of the Trustee. (d) The Company agrees 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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsbad faith. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(65.1(4) or (7)occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trusteesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) covenants and agrees to pay to the Trustee Trustees from time to time such compensation as time, and the Trustees shall be agreed in writing between the Company and the Trustee entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee Trustees upon its request for all reasonable costs, charges, expenses, disbursements and advances incurred Incurred or made by the Trustee Trustees in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counselcounsel and of all Persons not regularly in its employ and with the execution of the trusts hereby created), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) . The Company also covenants to indemnify the Trustee Trustees and any predecessor trustee and its and their officers, directors, employees, and agents Trustees for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense incurred Incurred without gross negligence or negligence, willful misconduct or bad faith on its or their partthe part of the Trustees, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim of liability (whether brought by the Company, any Holder or liability otherwise) in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee, Trustees and to pay or reimburse the Trustee Trustees for costs, expenses, disbursements and advances (including the costs and to indemnify expenses of enforcing the terms of this Indenture including the indemnification provided in this Section 7.06 and hold harmless the Trustee of defending itself against any claims) which shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, Indenture or the resignation or removal of the Trustee either Trustee. The Company and the termination of this Indenture for any reason. As security for the performance of Holders agree that such obligations additional indebtedness shall be secured by a Lien prior to that of the Company, the Trustee shall have a claim and lien prior to the Debt Securities upon all property and funds held or collected by the Trustee Trustees, as such, except funds held in trust for the payment of principal of (or of, and premium, if any) , or interestinterest on, if any, on particular Securities or any couponsDebt Securities. When the Trustee Trustees incurs expenses or renders services in connection with after an Event of Default specified in Section 501(66.01(g) or (7)h) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 may be attributable to its gross negligence negligence, willful misconduct or willful misconductbad faith; and (3) to fully indemnify the Trustee and any predecessor trustee and its Trustee (and their respective directors, officers, directors, agents and employees, and agents ) for, and to hold it or them harmless against, any and all loss, liability liability, fine, penalty, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) and out-of-pocket and incidental expenses and legal fees incurred without gross negligence or negligence, willful misconduct or bad faith on its or their part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts hereunder and its duties hereunder, including including, in each case, the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The obligations of the Company under this Section to compensate and indemnify the TrusteeTrustee and each predecessor trustee (and their respective directors, officers, agents and employees) and to pay or reimburse the Trustee and each predecessor 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, Indenture and the resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the The Trustee shall have a claim and 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 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities pursuant to Articles XII or XIII. Without limiting any coupons. When rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(5) or (7Section 501(6), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services services, are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agreesTrustee and any director, officer, employee, agent or “control person” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Control Person”), of the Trustee shall be entitled to receive for its own account, in accordance with Sections 5.04, 7.02, 7.03 or 7.04 or Article XI, as applicable and subject to the availability of funds for such purpose in the Trust Accounts: (1a) to pay to the Trustee from time to time such reasonable 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); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request reimbursement for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3c) to indemnify indemnification of the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them being held harmless against, any loss, liability or expense incurred without gross willful misfeasance, negligence or willful misconduct bad faith on its or their part, arising out of, or in connection with, the acceptance or administration of or this Agreement and the Trust Fund, including the costs and expenses of defending themselves against any claim in connection with the acceptance or administration of this Agreement and the trust or trusts hereunderTrust Fund, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim incurred by reason of any action of the Trustee taken at the direction of the Certificateholders or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations Trustee shall in no event acquire any lien upon the Trust Fund, or any claim against the holders of the Company Residual Certificates (in their capacity as such), by reason of its failure to receive the amounts due under this Section 9.07. The Trustee shall, unless and until the effective date of its resignation under Section 9.10, continue to compensate the Trusteeperform its obligations hereunder, subject, however, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (79.01(d), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(vi) or (7vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. To the extent the Notes are Guaranteed, then the Company’s obligation to indemnify the Trustee shall be joint and several with any such Guarantor or Guarantors. The provisions of this Section shall also apply to the Trustee in its capacity as Note Registrar and for so long as the Trustee shall remain Note Registrar. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between and the Company Agents, and the Trustee for all services rendered by it hereunder and the Agents shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company, and the Trustee or the Agents may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee or the Agents, and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee and the Agents upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Agents in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents their counsel and counsel), of all Persons not regularly in their employ) except any such expense, disbursement or advance as may be attributable to its gross arise from their negligence or willful misconduct; and (3) . The Company also covenants to indemnify the Trustee and any predecessor trustee and its the Agents (and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any lossand all claims, liability obligation, losses, liabilities, damages, injuries, penalties, stamp or expense other similar taxes, actions, suits, judgment, reasonable costs and expenses (including reasonable attorneys’ fees and agents’ fees and expenses) of whatever kind or nature, incurred without gross negligence or willful misconduct on its and regardless of their merit, demanded, asserted, or their partclaimed against the Trustee (whether asserted by any Securityholder, the Company or otherwise) directly or indirectly related to, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis Indenture, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise premises, reasonable attorneys’ and consultants’ fees and expenses and court costs, enforcing this Indenture (including this Section 7.06) and of defending themselves against any claims except to the extent caused by the Trustee’s or performance Agents’ negligence or willful misconduct. The obligations of any the Company under this Section 7.06(a) shall survive the satisfaction and discharge of its this Indenture and the earlier resignation or their powers removal of the Trustee or duties hereunder. an Agent. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and Agents and to pay or reimburse the Trustee and Agents for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities upon all property and funds held or collected by the Trustee or Agents as such, except funds held in trust for the payment benefit of principal the Securityholders of particular Securities. (or premium, if anyc) or interest, if any, on particular Securities or Without prejudice to any coupons. When other rights available to the Trustee incurs or the Agents under applicable law, when the Trustee or the Agents incur expenses or renders render services in connection with after an Event of Default specified in Section 501(66.01(a)(1) or (7)Section 6.01(a)(2) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this laws. (d) This Section 7.06 shall survive not apply to the satisfaction and discharge of this Indenture, the termination of this Indenture for Company or any reason and the earlier resignation or removal Affiliate of the TrusteeCompany if the Company or such Affiliate acts as Agent.

Compensation and Reimbursement. The Company agreesIssuer and any Guarantor, jointly and severally agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross negligence negligence, bad faith or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence negligence, bad faith or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company Issuer and any Guarantor 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanyIssuer and any Guarantor, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When In addition to and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) covenants ------------------------------ and agrees to pay to the Trustee from time to time time, and the Trustee shall be entitled to, such compensation as shall be agreed upon 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) , and, except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all costs and expenses of collection and all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), agents) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or willful misconduct; and (3) bad faith. The Company also covenants to indemnify each of the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or each of them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct bad faith on its the part of the Trustee or their partsuch predecessor Trustee, as the case may be, arising out of or in connection with the acceptance or administration of the this trust or trusts and its duties hereunder, including the costs reasonable cost and expenses (including reasonable fees and expenses of counsel) expense of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section 7.6 to compensate and indemnify the Trustee, Trustee and any predecessor Trustee and to pay or reimburse the Trustee for costs of collection and expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee Such additional indebtedness shall have be secured by a senior claim and lien prior to which the Securities are hereby made subordinate upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal benefit of the Trusteeholders of particular Securities.

Compensation and Reimbursement. (a) The Company agrees: (1i) to pay to the Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Company and the Trustee 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 in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross the negligence or willful misconductmisconduct of the Trustee or of its agents or counsel; and (3iii) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes, other than taxes based upon, or measured or determined by, the income of the Trustee, (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without gross negligence or willful misconduct on its or their part, as determined by a court of competent jurisdiction in a final, non-appealable order, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The . (b) As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanySection, the Trustee shall have a claim and lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or of, premium, if any) , or interest, if any, on particular Securities or any coupons. Securities. (c) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(65.01(v) or (7and Section 5.01(vi), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company Operating Partnership and, in the event that the Operating Partnership fails to perform the following obligations and indemnities, the Guarantor, agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee (in any capacity) 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 (acting in any capacity hereunder) 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, such as attorneys’ fees, costs and expenses), except any such expense, disbursement or advance as may be attributable to its the Trustee’s gross negligence or willful misconduct; and (3) to indemnify the Trustee and (acting in any predecessor trustee capacity hereunder), its directors, officers, employees and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, claim, cause of action, damage, liability or reasonable cost or expense incurred (including, without gross negligence or willful misconduct on its or their partlimitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts), arising out of or in connection with this Indenture or the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Operating Partnership, the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent that any such loss, claim, cause of action, damage, liability or expense was due to the Trustee’s gross negligence or willful misconduct. The foregoing payment 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 indemnities shall survive the satisfaction and discharge termination of this Indenture, Indenture and the resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such the obligations of the CompanyOperating Partnership and the Guarantor under this Section, the Trustee shall have a claim and 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 (of, or premium, if any) premium or interest, if any, interest on particular Securities or any couponsAdditional Amounts with respect to 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 501(6501(7) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 8) is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the gross negligence or willful misconduct of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 606. The provisions of this Section shall 606 shall, to the extent permitted by law, survive the satisfaction and discharge of this Indenture, the any termination or expiration of this Indenture for (including, without limitation, termination pursuant to any reason bankruptcy or insolvency laws) and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation as the Company, and the Trustee may from time to time such compensation as shall be agreed agree in writing between the Company and the Trustee writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) Trustee, and, except as otherwise expressly provided herein, to the Company will pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or willful misconduct; and (3) bad faith. The Company also covenants to indemnify indemnify, defend and hold harmless the Trustee and any predecessor trustee (and its and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any loss, liability cost, or expense expense, including without limitation the costs and expenses of enforcing this Indenture (including the indemnification provided herein and of defending itself against any claims), incurred without gross negligence or willful misconduct bad faith on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and 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 hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal the holders of particular Notes. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6) or (7)occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. Bankruptcy Law. (d) The provisions of this Section 7.06 shall survive the satisfaction and discharge of this Indenturethe Notes, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee and the termination of this Indenture.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company and the Trustee may from time to time agree in writing for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company shall pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to its arise from the Trustee’s gross negligence negligence, bad faith or willful misconduct; and (3) . The Company covenants and agrees to indemnify the Trustee and any predecessor trustee (and its and their officers, agents, directors, stockholders and employees, and agents ) for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, reasonable attorney’s fees and expenses) incurred without gross negligence or bad faith or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 benefit of principal of the Holders. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(68.01(g) or (7)h) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Bankruptcy Law. (d) For the purposes of this Section 9.06, the “Trustee” shall include any predecessor Trustee and the Trustee in any capacity, including Paying Agent, Registrar or state bankruptcyConversion Agent; provided, insolvency however, that the gross negligence, bad faith or willful misconduct of any Trustee or other similar law. indemnified party hereunder shall not affect the rights of any other Trustee hereunder. (e) The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesIssuers agree: (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company Issuers 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); (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 agents, consultants and counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3iii) to indemnify each of the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee), incurred without gross negligence or negligence, willful misconduct or bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Issuers, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their the Trustee’s powers or duties hereunder. The obligations of the Company Issuers under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanyIssuers, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6clause (vi) or (7)vii) of Section 501, the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company shall pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all persons not regularly in its employ) except to the extent any such expense, disbursement or advance as may be attributable to its gross arises from the Trustee's own negligence or willful misconduct; and (3) bad faith. The Company also covenants and agrees to indemnify each of the Bank and the Trustee and any predecessor trustee (and its and their officers, directorsagents, directors and employees) (each, and agents a "Fiduciary Indemnified Person") for, and to hold it or them each Fiduciary Indemnified Person harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, by such Fiduciary Indemnified Person and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis Indenture, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their rights, powers or duties hereunder. , except to the extent such amount is attributable to such Fiduciary Indemnified Person's own negligence or bad faith. (b) The Company covenants and agrees to advance expenses (including legal fees) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Depositor of an undertaking by or on behalf of such Fiduciary Indemnified Person to repay such amount if it shall be determined that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in this subsection. (c) 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 9.7 shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and lien prior to that of the Securities Debentures 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 (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar lawDebentures. The provisions of this Section 9.7 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and shall survive the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross the Trustee's negligence or willful misconduct; and (3c) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, employees and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder, or in connection with enforcing the provisions of this Section 12.06, except to the extent that any such loss, liability or expense was due to the Trustee's negligence or willful misconduct. The Company shall defend, indemnify, and hold harmless the Trustee from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (w) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (x) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (y) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or (z) any violation of laws, orders, regulations, requirements or demands of government authorities, or any policies or requirements of the Environmental Protection Agency, which are based upon or in any way related to such Hazardous Materials including, without limitation, attorney and consultant fees and expenses, investigation and laboratory fees, court costs, and litigation expenses. For purposes of this paragraph, "Hazardous Material" includes, without limit; any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, ET SEQ.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 5108, ET SEQ.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, ET SEQ.), and in the regulations adopted and publications promulgated pursuant thereto, or any other Federal, state or local environmental law, ordinance, rule, or regulation. The provisions of this paragraph shall be in addition to any and all other obligations and liabilities the Company may have to the Trustee at common law. 55 As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company12.06, the Trustee shall have a claim and lien prior to the Securities upon the Collateral and all property and funds monies held or collected by the Trustee hereunder or under any Collateral Document, in its capacity as such, except funds held in trust Trustee; and for the payment of principal such compensation, expenses, reimbursements and indemnity the Trustee shall have the right to use and apply any Collateral and trust monies held by it hereunder or under any Collateral Document. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee (or premiumin its capacity as Trustee and, if anyapplicable, in its capacity as Notes Registrar and Paying Agent) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses (including the reasonable charges and expenses of counsel) or renders services in connection with after an Event of Default specified in Section 501(69.01(d) or (7)9.01(e) occurs, the such expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of Company's obligations under this Section 12.06 and the lien referred to in this Section 12.06 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to any provision of this Indenture and any rejection or termination of this Indenture under any applicable Bankruptcy Law or other 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 Company and the Trustee 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) and the Note Guarantors agree, except as otherwise expressly provided herein, to 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 costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notice to Holders, and the reasonable compensation compensation, fees and the expenses and disbursements of its agents and counselcounsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to such compensation for its services), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; provided, that prior approval by the Company of any such expenditure shall not be a requirement for the making of such expenditure nor for the reimbursement by the Company therefore; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct bad faith on its or their the Trustee’s part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Company need not pay for any settlement made without its consent. (4) The payment obligations of the Company under and the Note Guarantors pursuant to 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 707 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination any discharge of this Indenture for including any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or discharge under any couponsBankruptcy Law. When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of a Default specified in Section 501(6601(viii) or (7601(ix), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(vi) or (7vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and any predecessor trustee Trustee and its and each of their respective directors, officers, directors, employees, agents and agents employees for, and to hold it or each of them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their partexpense, arising out of or in connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of hereunder except to the Company under this Section extent any such loss, liability or expense may be attributable to compensate the Trustee, to pay its own gross negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonbad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, interest on particular Securities or any coupons. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 501(6501(5) or and (76), the such expenses (including reasonable charges the fees and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, Indenture or the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee may agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; and (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 Amended Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross the Trustee’s willful misconduct, negligence or willful misconduct; andbad faith, as determined by a court of competent jurisdiction in a final, non-appealable judgment. (3b) The Company and the Subsidiary Guarantors jointly and severally agree to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability liability, claim, damage or expense incurred without gross negligence or willful misconduct on its or their part, by it (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder or (ii) in connection with enforcing this indemnification provision, except to the extent any such loss liability, claim damage or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have been caused by the Trustee’s own willful misconduct or negligence. The Trustee shall notify the Company and the Subsidiary Guarantors promptly of any claim for which it intends to seek indemnity. Failure by the Trustee to so notify the Company and the Subsidiary Guarantors shall not relieve the Company or the Subsidiary Guarantors of their obligations hereunder. The Company and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Subsidiary Guarantors need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The obligations of the Company and the Subsidiary Guarantors under this Section 7.06 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 Amended Indenture, the resignation or removal of the Trustee and the Trustee, or any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the CompanyCompany and the Subsidiary Guarantors, the Trustee shall have a claim and lien 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 (or premium, if any) or interestand premium (including the Applicable Premium), if any, on) or interest on particular Securities Notes. Such lien shall survive the satisfaction and discharge of this Amended Indenture, the resignation or removal of the Trustee or any coupons. other termination under any Insolvency or Liquidation Proceeding. (d) When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6paragraph (h) or (7), the expenses (including reasonable charges and expense of its counseli) of Section 6.01 hereof, such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time 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 may be attributable to its gross negligence or willful misconduct; and (3) to the fullest extent permitted by law, to indemnify each of the Trustee and Trustee, or any predecessor trustee and its Trustee, and their respective officers, employees, directors, employeesshareholders and agents, and agents for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any predecessor Trustee), incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderand its duties under this Indenture, including the enforcement of this provision, including the reasonable costs and expenses of defending (including the reasonable fees compensation and expenses the expense and disbursements of its agents and counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of Trustee shall notify the Company under this Section promptly of any claim for which it may seek indemnity; provided, however, that any failure by the Trustee to compensate so notify the Company will not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel if (i) the Company shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee, to pay or reimburse (ii) the Trustee for expenses, disbursements and advances and has been advised by such counsel that there may be one or more defenses available to indemnify and hold harmless it that are different from or in addition to those available to the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture Company. The Company need not pay for any reasonsettlement made without its consent, which consent shall not be unreasonably withheld. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except other than funds held in trust for under Section 402. In addition and without prejudice to the payment rights provided to the Trustee under any of principal the provisions of (or premiumthis Indenture, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(5) or (7Section 501(6), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state Federal and State bankruptcy, insolvency or other similar law. The provisions of Company’s obligations under this Section 607 and the lien referred to in this Section 607 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee, the discharge of the Company’s obligations under Articles Four and Thirteen 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 such compensation as shall be agreed upon in writing between the Company and the Trustee from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence negligence, willful misconduct or willful misconductbad faith; and (3c) to indemnify the Trustee and any predecessor trustee and each of its and their directors, officers, directors, employees, and agents and/or representatives for, and to hold it or each of them harmless against, any and all loss, liability liability, claim, damage or expense incurred without gross negligence or negligence, willful misconduct or bad faith on its or each of their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their the Trustees' powers or duties hereunder. The As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company6.07 then past due, the Trustee shall have a claim and lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of of, premium (or premium, if any) or interest, if any, interest on particular Securities or any couponsAdditional Amounts with respect to particular Securities. When Any expenses and compensation for any services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6clause (e) or (7), the expenses (including reasonable charges and expense of its counself) of Section 5.01 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 6.07 and any lien arising hereunder shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee or the discharge of the Company's obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(vi) or (7vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive also apply to the satisfaction Trustee in its capacity as Note Registrar and discharge for so long as the Trustee shall remain Note Registrar. The provisions of this Indenture, Section shall survive the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Company Operating Partnership and, in the event that the Operating Partnership fails to perform the following obligations and indemnities, the Guarantor, agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee (in any capacity) 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 (acting in any capacity hereunder) 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, such as attorneys’ fees, costs and expenses), except any such expense, disbursement or advance as may be attributable to its the Trustee’s gross negligence or willful misconduct; and (3) to indemnify the Trustee and (acting in any predecessor trustee capacity hereunder), its directors, officers, employees and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, claim, cause of action, damage, liability or reasonable cost or expense incurred (including, without gross negligence or willful misconduct on its or their partlimitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts), arising out of or in connection with this Indenture or the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Operating Partnership, the Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, except to the extent that any such loss, claim, cause of action, damage, liability or expense was due to the Trustee’s gross negligence or willful misconduct. The foregoing payment 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 indemnities shall survive the satisfaction and discharge termination of this Indenture, Indenture and the resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such the obligations of the CompanyOperating Partnership and the Guarantor under this Section, the Trustee shall have a claim and 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 (of, or premium, if any) premium or interest, if any, interest on particular or any Additional Amounts with respect to Securities or any couponsCoupons 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 501(6501(7) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 8) is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the gross negligence or willful misconduct of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 606. The provisions of this Section shall 606 shall, to the extent permitted by law, survive the satisfaction and discharge of this Indenture, the any termination or expiration of this Indenture for (including, without limitation, termination pursuant to any reason bankruptcy or insolvency laws) and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as the Company and the Trustee may from time to time agree in writing for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company shall pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to its arise from the Trustee’s gross negligence negligence, bad faith or willful misconduct; and (3) . The Company covenants and agrees to indemnify the Trustee and any predecessor trustee (and its and their officers, agents, directors, stockholders and employees, and agents ) for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, reasonable attorney’s fees and expenses) incurred without gross negligence or bad faith or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 benefit of principal of the Holders. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(611.01(h) or (7)i) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Bankruptcy Law. (d) For the purposes of this Section 12.06, the “Trustee” shall include any predecessor Trustee; provided, however, that the gross negligence, bad faith or state bankruptcy, insolvency willful misconduct of any Trustee or other similar law. indemnified party hereunder shall not affect the rights of any other Trustee hereunder. (e) The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Trustee and the Company shall be agreed from time to time agree 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 may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense (including, without limitaion, the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7501(5), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination payment of this Indenture for any reason the Securities and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agreesand the Guarantors jointly and severally agree: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability liability, damages, claims or expense reasonable expenses (including, without limitation, the reasonable fees and disbursements of the Trustee's agents, legal counsel, accountants and experts) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Company under this Section extent that any such loss, liability or expense was due to compensate the Trustee, to pay 's negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonbad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (of, or premium, if any) premium or interest, if any, interest on particular or any Additional Amounts with respect to Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeCoupons appertaining thereto.

Compensation and Reimbursement. The Company agrees: and the Guarantor (1without duplication) to will (a) pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as the parties shall agree in writing from time to time (which compensation shall will not be limited by to 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 disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its gross negligence or willful misconduct; and and (3c) to indemnify each of the Trustee and any predecessor trustee and its Trustee and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, the Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section. 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and 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 9.06, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(68.01(vi) or (7Section 8.01(vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation Indenture or removal of the Trustee and the any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6paragraphs (j) or (7), the expenses (including reasonable charges and expense of its counselk) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation Indenture or removal of the Trustee and the any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities any Security. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6paragraph (i) or (7), the expenses (including reasonable charges and expense of its counselj) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) as the Company and the Trustee may from time to time agree in writing for all services rendered by it in connection with the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company will pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence own negligence, willful misconduct or willful misconduct; and (3) bad faith. The Company also covenants to indemnify the Trustee and or any predecessor trustee Trustee (and its and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any claim, loss, liability liability, cost or expense incurred without gross negligence or negligence, willful misconduct or bad faith on its the part of the Trustee or their part, any predecessor Trustee arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, or any holder of Securities or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. . (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee or any predecessor Trustee and to pay or reimburse the Trustee or any predecessor Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 benefit of principal the holders of particular Securities. (or premium, if anyc) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(66.01(a)(4) or (7Section 6.01(a)(5), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state bankruptcy, insolvency or other similar law. . (d) The provisions of this Section 7.06 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation Indenture or removal of the Trustee and the any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property Property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of a Default or an Event of Default specified in Section 501(6paragraphs (i) or (7), the expenses (including reasonable charges and expense of its counselj) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Issuer 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 may shall be attributable determined to have been caused by its gross own negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, agents and agents employees and any predecessor Trustee for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its obligations hereunder. The Issuer will defend the claim and the Trustee will cooperate in the defense. The Issuer need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The obligations of the Company Issuer 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, the Indenture and resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the CompanyIssuer, the Trustee shall have a claim and lien 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (75.01(6), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) Issuers covenant and agree to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder as agreed to 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) , and, except as otherwise expressly provided herein, to the Issuers will pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counsel), counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance advances as may be attributable to arise from its gross negligence or willful misconduct; and (3) bad faith. The Issuers also covenant to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents forindemnify, and to hold it or them the Trustee and its officers, directors employees and agents harmless against, any loss, liability or expense incurred Incurred without gross negligence or negligence, willful misconduct or bad faith on its or their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company Issuers under this Section 8.6 to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, Indenture or the earlier resignation or removal of the Trustee Trustee. The Issuers and the termination of this Indenture for any reason. As security for the performance of Holders agree that such obligations additional Indebtedness shall be secured by a Lien prior to that of the Company, the Trustee shall have a claim and lien prior to the Securities Notes upon all property and funds held or collected by the Trustee Trustee, as such, except funds held in trust for the payment of principal of (or of, and premium, if any) , or interestinterest on, if any, on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(67.1(i) or (7)j) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 may shall be attributable determined to have been caused by its gross own negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, agents and agents employees and any predecessor Trustee for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim regardless of whether the claim is asserted by the Company, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. 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, the Indenture and resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(vi) or (7vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive also apply to the satisfaction Trustee in its capacity as Note Registrar and discharge for so long as the Trustee shall remain Note Registrar. The provisions of this Indenture, Section shall survive the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's gross negligence or willful misconduct; and (3c) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, employees and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder, or in connection with enforcing the provisions of this Section 12.06, except to the extent that any such loss, liability or expense was due to the Trustee's gross negligence or willful misconduct. 50 The Company shall defend, indemnify, and hold harmless the Trustee from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (w) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise; (x) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (y) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or (z) any violation of laws, orders, regulations, requirements or demands of government authorities, or any policies or requirements of the Environmental Protection Agency, which are based upon or in any way related to such Hazardous Materials including, without limitation, attorney and consultant fees and expenses, investigation and laboratory fees, court costs, and litigation expenses. For purposes of this paragraph, "Hazardous Material" includes, without limit; any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, ET SEQ.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 5108, ET SEQ.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, ET SEQ.), and in the regulations adopted and publications promulgated pursuant thereto, or any other Federal, state or local environmental law, ordinance, rule, or regulation. The provisions of this paragraph shall be in addition to any and all other obligations and liabilities the Company may have to the Trustee at common law. As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company12.06, the Trustee shall have a claim and lien prior to the Securities Notes upon the Collateral and all property and funds monies held or collected by the Trustee hereunder or under any Security Agreement, in its capacity as such, except funds held in trust Trustee; and for the payment of principal such compensation, expenses, reimbursements and indemnity the Trustee shall have the right to use and apply any Collateral trust monies held by it hereunder or under any Security Agreement. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee (or premiumin its capacity as Trustee and, if anyapplicable, in its capacity as Notes Registrar and Paying Agent) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses (including the reasonable charges and expenses of counsel) or renders services in connection with after an Event of Default specified in Section 501(69.01(d) or (7)9.01(e) occurs, the such expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of Company's obligations under this Section 12.06 and the lien referred to in this Section 12.06 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to any provision of this Indenture and any rejection or termination of this Indenture under any applicable Bankruptcy Law or other termination of this Indenture. "Trustee" for purposes of this Section 12.06 shall include any predecessor Trustee; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Company agreesand each Subsidiary Guarantor, jointly and severally, agree: (1) to To pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as the parties shall agree from time to time upon 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 Except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; andbad faith. (3) to To indemnify each of the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any loss, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such the obligations of the CompanyCompany and each Subsidiary Guarantor under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6501(8) or (7)9) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time between the Company and the Trustee for all services 69 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 may be attributable to its gross the Trustee's negligence or willful misconductbad faith); and (3c) to indemnify the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, (i) arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The obligations of the Company under this Section 5.6 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation Indenture or removal of the Trustee and the any other termination of this Indenture for under any reasonInsolvency or Liquidation Proceeding. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property Property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities Securities. Such lien shall survive the satisfaction and discharge of this Indenture or any couponsother termination under any Insolvency or Liquidation Proceeding. When the Trustee incurs expenses or renders services in connection with after the occurrence of a Default or an Event of Default specified in Section 501(6paragraphs (j) or (7), the expenses (including reasonable charges and expense of its counselk) of Section 4.1 of this Indenture, such expenses and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Insolvency or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeLiquidation Proceeding.

Compensation and Reimbursement. The Company agreesIssuers agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Issuers 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 may shall be attributable determined to have been caused by its gross own negligence or willful misconduct, as adjudicated by a court of competent jurisdiction; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, agents and agents employees and any predecessor Trustee for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) and (including reasonable attorneys’ fees and expenses and court costs) incurred without gross negligence or willful misconduct misconduct, as adjudicated by a court of competent jurisdiction, on its or their part, arising out of or in connection with the acceptance or administration of this trust, (a) any action, claim or suit brought to enforce the trust Trustee’s right to indemnification or trusts hereunder, (b) including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim regardless of whether the claim is asserted by the Issuers, a Holder or any other Person or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers of their obligations hereunder. The Issuers will defend the claim and the Trustee will cooperate in the defense. The Trustee shall have the right to employ separate counsel at the expense of the Issuers if in the judgment of the Trustee (i) a conflict of interest exists by reason of common representation, (ii) there are legal defenses available to the Trustee that are different from or in addition to those available to the Issuers or (iii) if all parties commonly represented do not agree to the action (or inaction) of counsel. The Issuers need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as adjudicated by a court of competent jurisdiction. The obligations of the Company Issuers under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the Indenture and resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the CompanyIssuers, the Trustee shall have a claim and lien 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 (or and premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture, the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees:and each Subsidiary Guarantor jointly and severally unconditionally agree (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company 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); (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 may be attributable to its gross negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and Trustee, its and their officers, directors, employees, agents and agents employees for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees of enforcing this Indenture against the Company and expenses of counsel) of the Subsidiary Guarantors and defending itself against or themselves against investigating any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of Company and the Company under this Section to compensate Subsidiary Guarantors shall defend the Trustee, to pay or reimburse the Trustee for expenses, disbursements claim and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. This Section 607 shall survive the satisfaction and discharge of this Indenture, the resignation or removal termination of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee. To secure the Company's and each Subsidiary Guarantor's payment obligations in this Section 607, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on, particular Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 may be attributable to its gross the Trustee’s negligence or willful misconduct; and (3) to indemnify the Trustee and or any predecessor trustee and its Trustee and their officersagents, directors, employees, officers and agents directors for, and to hold it or them harmless against, any loss, liability liability, damage, claims or expense incurred without gross negligence or willful misconduct on its or their part, including taxes other than taxes based upon, measured by or determined by the income of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The obligations of , except to the Company under this Section extent that any such loss, liability, damage, claims or expense was due to compensate the Trustee, to pay ’s negligence 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 willful misconduct as determined by a final non-appealable judgment of this Indenture, the resignation or removal a court of the Trustee and the termination of this Indenture for any reasoncompetent jurisdiction. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (of, and premium or premium, if any) or interest, if any, interest on particular Securities or any couponsAdditional Amounts with respect to particular Securities. When Without limiting any rights available to the Trustee incurs expenses under applicable law, any compensation or renders services in connection with an Event of Default expense incurred by the Trustee after a default specified in by Section 501(6501(5) or (7), the expenses (including reasonable charges and expense of its counsel6) of and the compensation for such services are is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency or other similar law. The provisions “Trustee” for purposes of this Section 607 shall include any predecessor Trustee but the negligence or willful misconduct of any Trustee shall not affect the rights of any other Trustee under this Section 607. The rights, protections and indemnities afforded to the Trustee pursuant to this Section 607 shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee 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 may be attributable to its gross negligence or willful misconduct; and (3c) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any loss, liability or expense (including reasonable attorney's fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and 6.07 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination satisfaction and discharge of this Indenture for any reasonIndenture. As security for the performance of such obligations of To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a claim and lien prior to the Securities upon 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 (or premiumto pay principal, if any) or interestinterest and Additional Interest, if any, on particular Securities the Securities. Such lien shall survive the resignation or any couponsremoval 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 501(6clause (i) or (7)j) of Section 5.01 occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 of the U.S. Code or any applicable U.S. other similar foreign, federal or state bankruptcy, insolvency or other similar law. The provisions law for the relief of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trusteedebtors.

Compensation and Reimbursement. The Company agreesIssuer and the Guarantor jointly and severally agree: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Issuer, the Guarantor and the Trustee shall from time to time agree in writing for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 may be attributable to its gross the Trustee’s negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Company under this Section extent that any such loss, liability or expense was due to compensate the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonbad faith. As security for the performance of such the obligations of the CompanyIssuer and the Guarantor under this Section, the Trustee shall have a claim and lien 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 (of, and premium or premium, if any) interest on or interest, if any, on particular any Additional Amounts with respect to Securities or any couponsCoupons 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 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 501 is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency law. “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 similar lawTrustee under this Section 606. The provisions of this Section section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeIndenture.

Compensation and Reimbursement. The Company agrees: will (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall will not be limited by to 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 written request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement disbursement, or advance as may be attributable to its gross negligence or willful misconductmisconduct or negligence or willful misconduct of its agents or counsel; and and (3c) to indemnify each of the Trustee and any predecessor trustee and its Trustee and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on its or their part, part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunderhereunder or in connection with enforcing the provisions of this Section. 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and 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 9.06, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(68.01(vi) or (7Section 8.01(vii), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) Each of the Issuers covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , as such Issuer, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee (as trustee and in other capacity hereunder) in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all Persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or willful misconduct; and (3) bad faith. Each of the Issuers also covenants to indemnify the Trustee and any predecessor trustee in all its capacities under the Indenture (and its and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct bad faith on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the this trust or trusts hereunderin any other capacity under the Indenture, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or of liability in connection with the exercise or performance of any of its or their powers or duties hereunder. premises. (b) The obligations of the Company Issuers under this Section to compensate and indemnify the Trustee, Trustee and 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, Indenture and the earlier resignation or removal of or the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the Trustee Such additional indebtedness shall have be secured by a claim and 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 benefit of principal the holders of (or premium, if any) or interest, if any, on particular Securities or Securities. Without prejudice to any coupons. When other rights available to the Trustee incurs under applicable law, when the Trustee and its agents and any Authenticating Agent incur expenses or renders render services in connection with after an Event of Default specified in Section 501(66.01, clause (6) or (7)) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trusteelaws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing from time to time between the Company and the Trustee 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 counselcounsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable shall have determined to its have been caused by the Trustee’s own gross negligence or willful misconduct; and (3) to indemnify the Trustee and or any predecessor trustee and its Trustee and their officers, directorsagents, employees, directors and agents employees for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or reasonable expense (including, without limitation, taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Company, a Holder, or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations , or in connection with enforcing the provisions of this Section, except to the Company under this Section extent that any such loss, liability or expense was determined to compensate have been caused by the Trustee, to pay ’s gross negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonwillful misconduct. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (of, or premium, if any) premium or interest, if any, interest on particular Securities or any couponsAdditional Amounts with respect to Securities. When In addition to and without prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(6501(5) or (7)6) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any then applicable U.S. federal or state bankruptcy, insolvency or other similar law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee; but the negligence, willful misconduct or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 606. The provisions of this Section 606 shall survive the satisfaction and discharge of this the Notes and the Indenture, the any termination of this Indenture for (including, without limitation, termination pursuant to any reason applicable federal or state bankruptcy, insolvency or other similar law) and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. (a) The Company agrees: (1) covenants and agrees to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Trustee, and the Trustee for all services rendered by it hereunder shall be entitled to, such reasonable compensation (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, to the Company will pay or 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 the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counselof all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to arise from its gross negligence or willful misconduct; and (3) misconduct and except as the Company and Trustee may from time to time agree in writing. The Company also covenants to indemnify the Trustee and any predecessor trustee (and its and their officers, directorsagents, directors and employees, and agents ) for, and to hold it or them harmless against, any loss, liability liability, claim or expense incurred without gross negligence or willful misconduct on its or their part, the part of the Trustee and arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their rights, powers or duties hereunder. hereunder including the reasonable costs and expenses of defending itself against any claim of liability in the premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee, Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and hereunder. Such additional indebtedness shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have be secured by a claim and 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 (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal benefit of the Trusteeholders of particular Securities.

Compensation and Reimbursement. The Company agreesand the Guarantor, jointly and severally, agree: (1) to pay to the Trustee from time to time such compensation for all services rendered by the Trustee hereunder 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to its gross have been caused by the Trustee’s negligence or willful misconduct; and (3) to indemnify the Trustee and any predecessor trustee and its and their agents, officers, directors, employees, directors and agents employees for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their partincurred, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of , except to the Company under this Section extent that any such loss, liability or expense was determined to compensate have been caused by the Trustee, to pay ’s negligence or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonwillful misconduct. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (of, and premium or premium, if any) interest on or interest, if any, on particular any Additional Amounts with respect to Securities or any couponsCoupons appertaining thereto. When To the extent permitted by law, 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 or pursuant to Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcy, insolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustees from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); any invoices which remain outstanding for 30 days following the date of invoice shall accrue interest at the then current rate of interest charged by the Trustees to their corporate clients; (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustees upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Trustees in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross the U.S. Trustee’s negligence or bad faith or the Canadian Co-Trustee’s negligence or willful misconduct, respectively; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Trustees for, and to hold it or them and their directors, officers, agents, representatives, successors, assigns and employees harmless against, any loss, liability liability, claim or expense incurred without gross negligence or bad faith on the part of the U.S. Trustee, or negligence or willful misconduct on its or their partthe part of the Canadian Co-Trustee, respectively, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable attorneys’ fees and other reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the TrusteeTrustees, to pay or reimburse the Trustee Trustees for expenses, disbursements and advances and to indemnify and hold harmless the Trustee Trustees shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, Indenture and the resignation or removal of the Trustee and the termination of this Indenture for any reasonTrustee. As security for the performance of such obligations of the Company, the Trustee Trustees shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee Trustees as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs Trustees incur expenses or renders render services in connection with an Event of Default specified in Section 501(65.01(5) or (76), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined by a court of competent jurisdiction to have been caused by its gross own negligence or willful misconduct; and (3) to fully indemnify the Trustee, any predecessor Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, claim, damage, taxes (other than taxes based upon the income of the Trustee) or expense (including legal fees and expenses) incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves 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 or their powers or duties hereunder. The As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (75.01(e), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.constitute

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between 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); (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 counselcounsel of its selection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3c) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them 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 willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of Trustee shall notify the Company under this Section to compensate the Trustee, to pay or reimburse promptly of any claim for which it may seek indemnity. Failure by the Trustee for expenses, disbursements and advances and to indemnify and hold harmless notify the Trustee Company shall constitute additional indebtedness hereunder and shall survive not relieve the satisfaction and discharge Company of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonits obligations hereunder. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (or premium, if any) or interest, if any, on particular Securities. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any couponspredecessor Trustee pursuant to this Section 606, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(f) or (7Section 501(g), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee and its Trustee (and their respective directors, officers, directors, employees, employees and agents agents) for, and to hold it or them harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section 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 resignation or removal of the Trustee, and satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities Holders of the 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 (or and premium, if any) or interest, if any, interest on particular Securities or Notes. Notwithstanding any coupons. When the Trustee incurs expenses or renders services provision in connection with an Event of Default specified in Section 501(6) or (7)this Indenture, the expenses (including reasonable charges Trustee's right to immunities and expense protection from liability hereunder and its rights to payment of its counsel) of fees, expenses and indemnities shall survive its resignation or removal and the compensation for such services are intended final payment or defeasance of the Notes and the termination of the Indenture and all indemnification and releases from liability granted herein shall extend to constitute expenses of administration under any applicable U.S. federal or state bankruptcyits directors, insolvency or other similar lawofficers, employees and agents. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Trustee and the Company shall be agreed from time to time agree 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 may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any loss, liability or expense (including, without limitation, the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. In case of the failure of the Company punctually to make any such payment to the Trustee of compensation or reimbursement, the Guarantor hereby agrees to make any such payment or cause any such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by the Company. The obligations of the Company and the Guarantor 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of each of the CompanyCompany and the Guarantor, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7501(5), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or Canadian federal, state or provincial bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination payment of this Indenture for any reason the Securities and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such 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 counselcounsel and costs and expenses of collection), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconductbad faith; and (3) to indemnify each of the Trustee and or any predecessor trustee Trustee and its and their officers, directors, employees, and agents for, and to hold it or them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself against, or themselves against investigating, any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien 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 (or and premium, if any, on) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6501(8) or (7Section 501(9), the expenses (including the reasonable charges and expense expenses of its counsel) of and the compensation of the Trustee for such the services are intended to constitute expenses of administration under any applicable U.S. federal Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge termination of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and (3) to indemnify indemnify, defend and protect each of the Trustee and any predecessor trustee Trustee and its and their directors, officers, directors, employees, and agents and/or representatives for, and to hold it or each of them harmless against, any loss, liability liability, damage, cost or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company607, the Trustee shall have a claim and lien prior to the Securities upon on all property and funds held or collected by the Trustee as such, except funds held in trust . Any expenses and compensation for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(6clause (5) or (7), the expenses (including reasonable charges and expense of its counsel6) of Section 501 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under any all applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section 607 and any lien arising hereunder shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the TrusteeTrustee or the discharge of the Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company and the Trustee 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 or arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be are attributable to its gross negligence the Trustee’s negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify the Trustee and (acting in any predecessor trustee capacity hereunder) and its and their agents, officers, directors, employees, directors and agents employees for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or negligence, willful misconduct or bad faith on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder or in connection with the transactions contemplated hereunder. The obligations of , except to the Company under this Section extent attributable to compensate the Trustee’s negligence, to pay willful misconduct or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reasonbad faith. As security for the performance of such the obligations of the CompanyCompany under this Section, the Trustee shall have a claim and 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 (of, and premium or premium, if any) interest on or interest, if any, on any Additional Amounts with respect to particular Securities or any couponsCoupons appertaining thereto. When To the extent permitted by law, 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 or pursuant to Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are 5.1 is intended to constitute expenses an expense of administration under any then applicable U.S. federal bankruptcy or state bankruptcyinsolvency law. “Trustee” for purposes of this Section 6.6 shall include any predecessor Trustee but the negligence, insolvency willful misconduct or bad faith of any Trustee shall not affect the rights of any other similar lawTrustee under this Section 6.6. The provisions of this Section 6.6 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and or the earlier resignation or removal of the TrusteeTrustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar and any other Person acting in such capacities.

Compensation and Reimbursement. The Company agreesIssuer and the Guarantors, jointly and severally agree: (1a) to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company Issuer and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 may be attributable to its gross negligence or willful misconductbad faith; and (3c) to indemnify each of the Trustee and or any predecessor trustee and its and their officers, directors, employees, and agents Trustee for, and to hold it or them harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence expense, including taxes (other than taxes based upon, measured by or willful misconduct on its or their partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The obligations of the Company Issuer and the Guarantors under this Section 6.07 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the CompanyIssuer and the Guarantors, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay pay, or cause to be paid, to each of the Trustee and any Authorized Agent from time to time such reasonable 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 hereinto reimburse, or cause to reimburse be reimbursed, each of the Trustee and any Authorized Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence own negligence, willful misconduct or willful misconductbad faith; and (3) to indemnify indemnify, or cause to be indemnified, each of the Trustee, any predecessor Trustee and any predecessor trustee and its and their officers, directors, employees, and agents Authorized Agent for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or negligence, willful misconduct or bad faith on its or their part, arising out of or in connection with the acceptance or administration of the this trust or trusts the performance of its duties hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The As security for the performance of 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, the resignation or removal of the Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable U.S. federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason and the earlier resignation or removal of the Trustee.Securities