Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Corporation agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation agrees Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined 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 of defending itself 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 powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6076.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(3) or Section 501(65.01(4), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The Notwithstanding any provisions of this Indenture, the provisions of this Section shall survive the termination resignation or removal of the Trustee and any satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the each of Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular SecuritiesSecurities or any coupons. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(7) or Section 501(65.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the any termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustee shall from time to time agree for all services rendered by it hereunder and under the Security Documents (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 Indenture and under the Security Documents (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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and under the trust or trusts hereunderSecurity Documents, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any, on) or interest on particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee Transfer Agent from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amount as the Company and the Transfer Agent shall agree from time to time (which compensation shall not be limited by any provision of law or regulation in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee Transfer Agent upon its request for all reasonable and documented out-of-pocket expenses, disbursements and advances incurred or made by the Trustee Transfer Agent in accordance with any provision of this Indenture Agreement (including the reasonable and documented compensation and the reasonable and documented expenses and disbursements of its third-party agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or the Transfer Agent’s bad faith, gross negligence or willful misconduct; and (3c) to indemnify the Trustee Transfer Agent and each of its agents, officers, directors and employees for, and to hold it harmless against, any loss, liability or expense (including reasonable and documented attorney’s fees and expenses) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance exercise or administration performance of the trust any of its powers or trusts duties hereunder, including the reasonable and documented out-of-pocket 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. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Company’s obligations pursuant to this Section 607, except 7.6 shall survive the termination of this Agreement. When the Transfer Agent incurs expenses after the occurrence of a Material Breach specified in Section 8.1(a)(iv) or 8.1(a)(v) with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6)Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturebankruptcy laws.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing from time to time between the Corporation 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 negligence, own negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee and its agents for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense asserted by any Person (including reasonable legal fees and expenses), incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.07, except with respect to funds held in trust for the benefit benefits of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(65.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions provision of this Section shall survive the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation agreesCompany and the Guarantor agree (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation Company and the Trustee shall from time to time agree upon 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 non-employee agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense expense, including taxes (other than taxes based upon or determined by the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien claim prior to the Securities upon as to all property and funds properly held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Issuer agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 the provisions of this Indenture and any other document executed in connection herewith (including the reasonable compensation and the expenses and disbursements of its agents agents, counsel and counselall other persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees, representatives and agents for, and to hold it and them harmless against, and reimburse it and them for any obligation, injuries (to person, property, or natural resources), penalty, action, suit, judgment, reasonable cost and expense (including reasonable attorney's and agent's fees and expenses), loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), of whatever kind or nature, regardless of their merit incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(65.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.07 shall survive the termination satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder as mutually agreed upon (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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee, its directors, officers and employees, and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation agreesIssuers and the Guarantors, jointly and severally, agree: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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); (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 shall have been caused by its negligence, negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Issuers under this Section 7.06, the Trustee shall have a lien Lien prior to the Securities Notes upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesNotes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.01(viii) or Section 501(66.01(ix), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are shall be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture.

Compensation and Reimbursement. (1) The Corporation Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (2) The obligations of the Company under this Section 6.6 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 As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular Securities. Without limiting Securities or any rights available to the Trustee under applicable law, when coupons. (3) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(1)(e), (f) or Section 501(6(g), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. . (4) The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation agreesCompany and the Note Issuer agree (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amounts as the Note Issuer, the Guarantors and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on its 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The This indemnification shall survive the termination of this Agreement. To secure the Note Issuer's payment obligations in this Section, the Note Issuer and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to discharge of this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(6) or Section 501(6)(7) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable German or United States Federal or State or other applicable foreign bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company, as borrower, agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on its partfaith, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The This indemnification shall survive the termination of this Agreement. To secure the Company's payment obligations in this Section, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to discharge of this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or Section 501(6)(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Indenture Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 an Indenture Trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Indenture Trustee and any predecessor Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Indenture Trustee and any predecessor Indenture Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to When the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(65.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Indenture Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Indenture Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee and its agents for, and to hold it 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 negligence, willful misconduct negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular (or premium, if any) or interest on Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(5) or Section 501(6)occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal bankruptcy law or State bankruptcy, insolvency any similar federal or other similar lawstate law for the relief of debtors. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and; (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability damage, claim, liability, or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderunder this Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The under this Indenture; (4) to secure the Company’s obligations under this Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607in its capacity as Trustee, except with respect to funds for such money and property which is held in trust for the benefit of the Holders of to pay principal (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, ; (5) 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(55.1(5) or Section 501(6(6), the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any applicable similar Federal or State bankruptcy, insolvency or other similar law. The law for the relief of debtors; and (6) the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, and 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, expense or disbursement or advance as may shall be attributable determined to have been caused by its own negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or Section 501(65.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal Bankruptcy Law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or State bankruptcycollected by the Trustee as such, insolvency except funds held in trust for the payment of principal of (or other similar lawpremium or Make-Whole Amount, if any) or interest, if any, on particular Securities or any coupons. The provisions of this Section shall survive the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee Dollars 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 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 expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts 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. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien claim prior to the Debt Securities and Coupons, if any, upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of amounts due on the Debt Securities and Coupons. The obligations of the Holders of particular Securities. Without limiting any rights available Company under this Section 6.7 to compensate and indemnify the Trustee for expenses, disbursements and advances shall constitute additional indebtedness under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges this Indenture and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Corporation Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(4) or Section 501(65.1(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amount as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law 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 CVR Agreement (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 negligence, the Trustee’s negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify the Trustee and each of its agents, officers, directors and employees (each an “indemnitee”) for, and to hold it harmless against, any loss, liability or expense (including attorneys fees and expenses) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the trust or trusts performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Company’s payment obligations pursuant to this Section 607, except with respect to funds held in trust for shall survive the benefit termination of the Holders of particular Securitiesthis CVR Agreement. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(58.1(c) or Section 501(6)8.1(d) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and its officers, directs, employees and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium, if any) or interest, if any, on particular SecuritiesSecurities or any coupons. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5), (6) or Section 501(6(7), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee and its agents for, and to hold it 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 negligence, willful misconduct negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 6.07) and the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 6.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall will have a lien prior to the Securities upon on all money or property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607the Trustee, except with respect to funds that held in trust for the benefit of the Holders of to pay principal and interest on particular Securities. Without limiting any rights available to Such lien will survive the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event satisfaction and discharge of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) this Indenture and the compensation for resignation, removal or replacement of the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureTrustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or Section 501(6(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article IV of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(8), (9), (10) or Section 501(6(11), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.7 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Four of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Corporation Issuer agrees: (1) to pay to the Trustee from time to time in accordance with a separate fee agreement and such fees in accordance with Section 13.1 hereof, as reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation Trustee Fee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its the Trustee's agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee its officers, directors, employees and agents for, and to hold it them harmless against, any loss, liability liability, obligation, damage, penalty, tax, claim, action, investigation, proceeding, cost, disbursement or expense incurred without negligence, willful misconduct negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of the this trust or trusts and performance hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 7.7 shall survive the any expiration or termination of this Indenture.

Compensation and Reimbursement. The Corporation Each of the Issuers, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Issuers 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 negligence, willful misconduct negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claims, liability or expense incurred without negligenceexpense, willful misconduct including taxes (other than taxes based upon, measured by or bad faith on its partdetermined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuers, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The Trustee shall have a lien prior to the Securities upon Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6077.07, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesNotes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.01(5) or Section 501(66.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section 7.07 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 shall have been caused by its negligence, negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or Section 501(6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are shall be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee (which for the purposes of this Section 607 shall include its officers, directors, employees and agents) for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and in connection with its actions as Conversion Agent for any series of Securities for which it is designed as such pursuant to Section 301, 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 hereunderunder this Indenture. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture or the resignation or removal of the Trustee. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, 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 Corporation agreesCompany and the Guarantor agree (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between by the Corporation 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 those incurred in connection with any application to the Commission for a stay pursuant to Section 310(b) of the Trust Indenture Act (whether or not granted) and 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including attorneys' fees and expenses) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company and the Guarantor under this Section the Trustee shall have a lien claim prior to the Debt Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular Securities. Without limiting any rights available to the Trustee under applicable law(and premium, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5if any) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indentureinterest on Debt Securities.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 and each 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article Sixteen hereof, and as security for the performance of such obligations, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting Any expenses and compensation for any rights available to services rendered by the Trustee under applicable law, when after the Trustee incurs expenses or renders services in connection with occurrence of an Event of Default specified in Section 501(5clause (6) or (7) of Section 501(6), the 501 shall constitute expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any all applicable Federal federal or State state bankruptcy, insolvency insolvency, reorganization or other similar lawlaws. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(7) or Section 501(65.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of Company's obligations under this Section 6.7 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or Section 501(6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amount as Parent and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law Law in regard to the compensation of a trustee 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 CVR Agreement (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 the Trustee’s negligence, bad faith or willful misconduct or bad faithmisconduct; and (3c) to indemnify the Trustee and each of its agents, officers, directors and employees for, and to hold it harmless against, any loss, liability or expense (including attorneys’ fees and expenses) incurred without negligence, bad faith or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the trust or trusts performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Parent’s payment obligations pursuant to this Section 607, except with respect to funds held in trust for 3.6 shall survive the benefit termination of the Holders of particular Securitiesthis CVR Agreement. Without limiting any rights available to the Trustee under applicable law, when If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(5Sections 7.1(c) or Section 501(6)7.1(d) with respect to Parent, the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute administrative expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 have been caused by its negligence, willful misconduct own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(e) or Section 501(6f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it 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 negligence, bad faith or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in SECTION 5.1(6) or SECTION 5.1(7) with respect to the Company, the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607SECTION 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section SECTION 6.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amounts as the Corporation and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, agents and employees 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, willful misconduct negligence or bad faith on its partfaith, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. [The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. .] Without limiting prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or Section 501(6)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar lawsuccessor statute. The provisions obligations of the Corporation under this Section 6.7 shall survive the termination satisfaction and discharge of this IndentureIndenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct gross negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 501(5501(7) or Section 501(6)and (8), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this IndentureIndenture or the resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 be attributable to its own negligence, willful wilful misconduct or bad faith; and (3) to fully indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) and reasonable legal fees and expenses, incurred without negligence, willful wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 6.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation agreesCompany and the Guarantors, jointly and severally, agree: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to its negligence, have been caused by the Trustee’s own negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its 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 of defending itself against any claim (whether asserted by a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Company’s payment obligations pursuant to this Section 607, except with respect to funds held in trust for 7.08 shall survive the benefit discharge of the Holders of particular Securitiesthis Indenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default specified in Section 501(5) or Section 501(6)a Bankruptcy Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturelaw now or hereafter in effect.

Compensation and Reimbursement. The Corporation Issuer agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence, willful misconduct negligence or bad faith; and (3) to fully indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(4) or Section 501(65.1(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as such fees may be adjusted from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees, agents and any predecessor Trustee for, and to hold it harmless against, any and all claim, loss, liability or expense including taxes including reasonable attorney’s fees and expenses (other than taxes imposed on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or (whether asserted by the Company, a Holder or any other Person) liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(5) or Section 501(65.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing from time to time between the Corporation 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 negligence, own negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damages, claims, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien claim prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular the Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(6) or Section 501(65.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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); (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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, damage, claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on its partfaith, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(5) or Section 501(6)) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code or any applicable Federal or State bankruptcy, insolvency or other similar lawsuccessor statute. The provisions obligations of the Company under this Section 607 shall survive the termination satisfaction and discharge of this IndentureIndenture and the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(6(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article IV of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability damages, claims, liabilities or expense expenses, including taxes (other than taxes based upon, measured by, or determined by the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a first priority lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee or any predecessor Trustee or their agents for, and to hold it them harmless against, any loss, damage, claims, liability or expense expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 reasonably 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 negligence, willful wilful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless from and against, any loss, liability or expense reasonably incurred without negligence, willful wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to other than property and funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available under Section 703 (except moneys payable to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified Company as provided in Section 501(5) or Section 501(6703), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 907 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of To secure the Company's payment obligations in this Section 6.07, 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 or interest on the Securities. The obligations of the Company set forth in this Section 6.07 shall survive the termination of this IndentureIndenture and the repayment of the securities whether at the Stated Maturity or otherwise.

Compensation and Reimbursement. The MS plc and the Corporation agreesagree: (1a) to pay to the Trustee Agent from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in with regard to the compensation of a trustee of an express trust);, (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent and any predecessor Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3c) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts this Agreement and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee obligations of MS plc and the Corporation under this Section to compensate and indemnify the Agent and any predecessor Agent and to pay or reimburse the Agent and any predecessor Agent for expenses, disbursements and advances shall have constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Agreement. Such additional indebtedness shall be a lien prior senior claim to that of the Securities Capital Units upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607the Agent as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable lawCapital Units, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services Capital Units are intended hereby subordinated to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturesuch senior claim.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee (and their respective directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 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 have a lien prior to the Securities upon all property constitute additional indebtedness hereunder and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination satisfaction and discharge of this Indenture.Indenture and the resignation or removal of the Trustee. As

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and Trustee shall be agreed to agree in writing between the Corporation 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 and its performance under 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 negligence, bad faith or willful misconduct or bad faithmisconduct; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes based upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence, bad faith or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The hereunder As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of principal of (and premium, if any) or interest on the Holders of particular SecuritiesNotes. Without limiting any 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(56.01(6) or Section 501(66.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the satisfaction and discharge and termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Each of the Company and the Guarantor, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct the Trustee's negligence or bad faith; and (3c) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, and premium or interest on or any Additional Amounts with respect to particular Securities. Without limiting Securities or any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined 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 of defending itself against any claim or liability in connection connec- tion with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(6) or Section 501(65.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the any termination of this Indenture.

Compensation and Reimbursement. The Corporation Each of the Company and the Guarantor, jointly and severally, agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct the Trustee's negligence or bad faith; and (3c) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, their part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, and premium or Interest on or any Additional Amounts with respect to particular Securities. Without limiting Securities or any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its agents for, and to hold it 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 negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any, on) or interest on particular SecuritiesNotes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(8) or Section 501(6501(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation of the Trustee for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it in connection with its administration of the Trustee in accordance with any provision of this Indenture trust hereunder (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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of particular Securities. Without limiting any rights available to the Trustee under applicable law(or premium or Make-Whole Amount, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5if any) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under interest on particular Securities or any applicable Federal or State bankruptcy, insolvency or other similar lawcoupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time in Dollars such compensation as shall be agreed to in writing between the Corporation 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 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 expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee in Dollars for, and to hold it 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) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders of principal of, premium, if any, or interest, if any, on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.1(5) or and Section 501(66.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal Federal, state or State foreign bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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, fees, 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular the Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it 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 negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Operating Partnership agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Operating Partnership 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability or expense including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amount as Parent and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law 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 Agreement (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 negligence, willful misconduct or the Trustee’s bad faith, negligence or willful misconduct; and (3c) to indemnify the Trustee and each of its agents, officers, directors and employees (each an “indemnitee”) for, and to hold it harmless against, any loss, liability or expense (including attorneys fees and expenses) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the trust or trusts performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Parent’s payment obligations pursuant to this Section 607, except with respect to funds held in trust for 4.7 shall survive the benefit termination of the Holders of particular Securitiesthis Agreement. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(58.1(c) or Section 501(6)8.1(d) with respect to Parent, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Corporation agreesCompany and the Guarantors, jointly and severally, agree: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to its negligence, have been caused by the Trustee’s own negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense (including taxes, other than taxes based on the income of the Trustee) incurred without negligence, negligence or willful misconduct or bad faith on its 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 of defending itself against any claim (whether asserted by a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee Company’s payment obligations pursuant to this Section 607, except with respect to funds held in trust for 7.08 shall survive the benefit discharge of this Indenture and the resignation or removal of the Holders of particular SecuritiesTrustee. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event after the occurrence of Default specified in Section 501(5) or Section 501(6)a Bankruptcy Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturelaw now or hereafter in effect.

Compensation and Reimbursement. The Corporation agreesIssuers and the Guarantor agree: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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); (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 have been caused by its negligence, own negligence or willful misconduct or bad faithmisconduct; and (3c) to fully indemnify the Trustee and its directors, officers, employees, counsels and agents for, and to hold it them harmless against, any loss, liability liability, claim, damage or expense incurred without negligence, negligence or willful misconduct or bad faith on its 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 of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The As security for the performance of the obligations of the Issuers under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of principal of (or premium, if any) or interest on the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(d) or Section 501(65.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee. “Trustee” for the purposes of this Section 6.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Corporation PCS agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and with 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and -48- 57 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 negligence, willful misconduct negligence or bad faith; and (3c) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5Sections 501(f) or Section 501(6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of PCS under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on or any Additional Amounts with respect to any particular Securities or any coupons. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee for any series of Securities from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder as shall be agreed upon in writing from time to time by the Company and such Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the such Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee for any series of Securities shall have a lien prior to the Securities upon as to all property and funds held by it such Trustee hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of such particular Securities. Without limiting any rights available to When the Trustee under applicable law, when the Trustee for any series of Securities incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Operating Partnership agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation Operating Partnership 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 reason able compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for -41- 51 the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to obligations of the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to Company under this Section 607to compensate the Trustee and to pay or reimburse the Trustee for expenses, except with respect to funds held in trust for the benefit of the Holders of particular Securitiesdisbursements and advances shall constitute additional indebtedness hereunder. Without limiting any 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(5501(4) or Section 501(6501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination satisfaction and discharge of this IndentureIndenture and the defeasance of the Securities.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing from time to time between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when -50- 58 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee Dollars 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 in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance connection with any provision the administration of this Indenture the trusts herein set forth (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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability liability, damage, claims or expense expense, including taxes (other than taxes based upon, measured by or determined by income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the this trust or trusts 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. The As security for the performance of the obligations of the Company under this Section and in addition to its rights under Section 5.06, the Trustee shall have a lien claim prior to the Debt Securities and Coupons, if any, upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust pursuant to Section 15.03 hereof or for the benefit payment of the Holders of amounts due on particular SecuritiesDebt Securities and Coupons. Without limiting any rights available to The fees and expenses incurred by the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event any bankruptcy of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges Company shall constitute fees and expenses of its counsel) and administration; PROVIDED, HOWEVER, that this shall not affect the compensation for Trustee's rights as set forth in the services are intended to constitute expenses of administration under any applicable Federal preceding sentence or State bankruptcy, insolvency or other similar lawSection 5.06. The provisions of this Section 6.07(3) shall survive the termination resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee in its individual capacity and each of its officers, directors, agents and counsel for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its such Person's part, arising out of or in connection with the acceptance or administration of this Indenture or the trust or trusts performance of any of its powers and 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 and complying with any process served upon the Trustee or any such other Person hereunder. The Trustee shall have a lien Lien prior to the Securities upon with respect to all property Property and funds held or collected by it the Trustee hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.respect

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 agents, accountants, experts and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it 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 negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The Trustee shall have is hereby granted a security interest in and a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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, fees, 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 negligence, willful misconduct negligence or bad faith; and; (3c) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The ; and (d) the Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(e) or Section 501(65.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation agreesCompany shall (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 reasonably 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, both internal and external), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless from and against, any and all loss, damage, claims, liability or expense expense, including taxes (other than taxes based upon, measured or determined by the income of the Trustee) reasonably incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607, except with respect to in its capacity as Trustee other than property and funds held in trust for the benefit of the Holders of particular Securitiesunder Section 703 (except as otherwise provided in Section 703). Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5801(e) or Section 501(6801 (f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct gross negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee and each of their respective directors, officers, agents and employees for, and to hold it each of them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith. The As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (or premium or Make-Whole Amount, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 501(5501(6) or Section 501(6and (7), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this IndentureIndenture or the resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation agreesCompany and the Guarantors, jointly and severally, agree: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Corporation 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 to have been caused by its negligence, willful misconduct own negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any loss, damages, claims, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence, willful misconduct negligence or bad faith on its partpart (as determined by a court of competent jurisdiction in a final, nonappealable judgment), arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section. The As security for the performance of the obligations of the Company and the Guarantors under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(6(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar bankruptcy law. The provisions Company’s and the Guarantors’ obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article IV of this Section shall survive Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3c) to indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it and them harmless against, any loss, liability or expense incurred without negligence, willful misconduct negligence 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 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 shall not be subordinated to the payment of Senior Debt pursuant to Article Fifteen. As security for the performance of those obligations, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any) or interest on particular Securities. Without limiting any 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(55.1(d) or Section 501(65.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination or satisfaction and discharge of this IndentureIndenture and the Legal Defeasance of the Securities.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 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 negligence, willful misconduct [any act for which the Trustee shall have been adjudged negligent or to have acted in bad faith]; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred incurred, [except for gross negligence or actions taken in bad faith] without negligence, willful misconduct negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities or any coupons. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to fully indemnify the Trustee and any predecessor Trustee and their officers, directors, agents and employees for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense (including (i) the reasonable compensation and the expenses and disbursements of its agents and counsel and (ii) taxes other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on its partor willful misconduct, 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 of defending itself against any claim or liability in connection with the exercise or performance of any -47- 54 of its powers or duties hereunder. The Trustee This indemnification shall have a lien prior to survive the Securities upon all property and funds held by it hereunder for any amount owing it termination of this Indenture or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit earlier resignation or removal of the Holders of particular SecuritiesTrustee. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or Section 501(6)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, expenses and 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, expense or disbursement or advance as may shall be attributable determined to have been caused by its own negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or Section 501(65.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal Bankruptcy Law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or State bankruptcycollected by the Trustee as such, insolvency except funds held in trust for the payment of principal of (or other similar lawpremium or Make-Whole Amount, if any) or interest, if any, on particular Securities or any coupons. The provisions of this Section shall survive the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 pro vision of this Indenture Indenture, including, but not limited to the costs incurred in connection with collection (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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against or investigating any claim (including any claim by the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.07, except with respect to funds ---- held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(65.01(6), the ---- ---- expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, taxes (other than taxes based upon or measured by or determined by the income of the Trustee), damage, claim or expense incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Company and the Trustee shall agree 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee (and any predecessor Trustee) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including, without limitation, taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders principal of (and premium, if any, on), interest or Additional Amounts, if any, on particular Securities. Without limiting any rights available to the Trustee under applicable law, when If the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(7) or Section 501(6501(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or State state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3c) to indemnify the Trustee (and its directors, officers, employees and agents) for, and to hold it 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 negligence, bad faith or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs reasonable costs, expenses and expenses reasonable attorneys' fees of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.1(f) or Section 4.1(g) with respect to the Company, the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable federal or state bankruptcy, insolvency or other similar law. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6075.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any 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(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 5.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Corporation Group, as borrower, agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation Group 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful misconduct negligence or bad faith on its partfaith, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The This indemnification shall survive the termination of this Agreement. To secure Group's payment obligations in this Section, Group and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to discharge of this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or Section 501(6)(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Corporation Corporation, in its capacity as the issuer of the Securities, agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder in such amounts as the Corporation and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence, willful wilful misconduct or bad faith on its partfaith, 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 of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee This indemnification shall have a lien prior to survive the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to termination of this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesIndenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or Section 501(6)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this IndentureBankruptcy Code.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 pro vision 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 negligence, willful misconduct negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim (including any claim by the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6076.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or Section 501(65.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, willful misconduct negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or Section 501(6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are will be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel properly incurred), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3iii) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, willful misconduct gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses expenses, properly incurred, of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607the Trustee, except with respect to funds that held in trust for to pay principal and interest on the benefit Securities. Such lien shall survive the resignation or removal of the Holders Trustee and the satisfaction and discharge of particular Securitiesthis Indenture. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 501(55.01(e) or Section 501(6)and 5.01(f) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions foreign, federal or state law for the relief of this Section shall survive the termination of this Indenturedebtors.

Compensation and Reimbursement. The Corporation Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 shall have been caused by its negligence, negligence or willful misconduct or bad faithmisconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence, gross negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or Section 501(6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are shall be intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee), incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6076.07, except with respect to funds held in trust for the benefit of the Holders of particular Outstanding Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or Section 501(65.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar lawBankruptcy Law. The provisions of this Section 6.07 shall survive this Indenture and the termination resignation or removal of this Indenturethe Trustee.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 negligence, negligence or willful misconduct or bad faithmisconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim (including taxes (other than taxes based on the income of the Trustee)) or expense incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(5) or Section 501(65.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency insolvency, reorganization or other similar law. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Corporation 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 be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any loss, damage, claim, liability or expense including taxes (other than (i) taxes based upon, secured by, or determined by the income of the Trustee and (ii) franchise taxes) incurred without negligence, negligence or willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderthis trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607as such, except with respect to funds held in trust for the benefit payment of the Holders Principal of particular Securitiesor interest on Notes. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or Section 501(6501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State state bankruptcy, insolvency or other similar law. The provisions Provisions of this Section 607 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation 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 and documented 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 negligence, willful misconduct negligence or bad faith; and; (3) to indemnify fully each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims costs or expense expenses incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder. The ; and (4) to secure the Company’s obligation under this Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by it hereunder for any amount owing it or any predecessor the Trustee pursuant to this Section 607in its capacity as Trustee, except with respect to funds for such money and property which is held in trust for the benefit of the Holders of to pay principal (and premium, if any) or interest on particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive the resignation and removal of the Trustee, payment of the Securities and termination of this Indenture.

Compensation and Reimbursement. The Corporation Company agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense expenses including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence, willful misconduct negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without limiting any rights available to the Trustee under applicable law, when When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(8) or Section 501(6501(9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.