Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 or bad faith; and and (3) to indemnify each of Trustee or any predecessor Trustee the Trustee, its directors, officers, agents and employees for, and to hold it them 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 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 this 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(3) or (6Section 5.01(4), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or 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 Company Corporation agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company 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 negligence, willful misconduct or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumparticular Securities. Without limiting any rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor Trustee the Trustee, its directors, officers, agents and employees for, and to hold it them 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 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 this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(7) or (6Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its partexpense, arising out of or in connection with the acceptance or administration of this trustthe 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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision 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 or bad faith; and (3) to indemnify each of the Trustee or any predecessor 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 all expense (including reasonable attorney's and agent's fees and expenses), loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on upon or determined or measured by the income of the Trustee) ), of whatever kind or nature, regardless of their merit incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or (6Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any applicable Bankruptcy 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 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 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 own negligence or bad faithwillful misconduct; 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, damageliability, claim, liability damage or expense asserted by any Person (including taxes (other than taxes based on the income of the Trustee) reasonable legal fees and expenses), incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the payment benefits of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or (6Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or 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 Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 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 or bad faith; and (3c) to indemnify each of the Trustee or and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(e) or (6Section 5.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 6.06, the Trustee shall have a lien prior to the Securities upon all property and money held or collected by the Trustee as such, except money 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 6.06 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: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 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 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, claimclaims, liability or expense expense, including taxes (other than taxes based on upon or determined by the income of the Trustee) ), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the 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 collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 own negligence or bad faithwillful misconduct; and (3c) to fully indemnify each of the Trustee or any predecessor Trustee and its directors, officers, employees and agents for, and to hold it them harmless against, any and all loss, damageliability, claim, liability damage or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, interests on particular Securities or any couponsAdditional Amounts with respect to the Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 or bad faith; and (3) to indemnify each of Trustee or the Trustee, its directors, officers and employees, and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 or bad faith; and and (3) to indemnify each of Trustee or any predecessor Trustee the Trustee, its directors, officers, agents and employees for, and to hold it them 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 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 this 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(7) or (6Section 5.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust and under the Security 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 the such obligations of the Company under this Section 606Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureSecurities.

Compensation and Reimbursement. The Company Issuer agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 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 or bad faith; and (3c) to indemnify each of the Trustee or and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(f) or Section 501(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 bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company Issuer under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest or any Additional Amounts on particular Securities or any related coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The 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 Company 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 the Transfer Agent’s bad faith, gross negligence or bad faithwillful misconduct; and (3c) to indemnify the Transfer Agent and each of Trustee or any predecessor Trustee its agents, officers, directors and employees 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 Trusteereasonable and documented attorney’s fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance exercise or administration performance of this trustany of its powers or 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. As security for the performance of the The Company’s obligations of the Company under pursuant to this Section 606, 7.6 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsthis Agreement. When the Trustee Transfer Agent incurs expenses or renders services in connection with an Event after the occurrence of Default a Material Breach specified in Section 501(58.1(a)(iv) or (6)8.1(a)(v) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturebankruptcy laws.

Compensation and Reimbursement. The Company 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 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 or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim, liability claim or expense (including taxes (other than taxes based on the income reasonable compensation and the expenses and disbursements of the Trusteeits agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section 606, and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or (6)5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company Issuer agrees: (1i) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse 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 or bad faith; and (3iii) to indemnify each of the Trustee or and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(vi) or Section 501(vii), 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. As security for the performance of the obligations of the Company Issuer under this Section 606Section, 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, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder 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 or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its agents for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(5) or (6)occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be of the Trustee are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law or any similar federal or state law for the relief of debtors. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify each the Trustee (which for the purposes of Trustee or any predecessor Trustee this Section 607 shall include its officers, directors, employees and agents) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder 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 hereunder. As security for the performance of the obligations of the Company under this Section 606, the 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 collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumparticular Securities. Without limiting any rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder 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 or bad faith; and; (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability liability, or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this trustIndenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Indenture; (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 the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (or and premium, if any) or interest, if any, interest on particular Securities or any coupons. When Securities; (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 (6), the such expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services will be are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any Bankruptcy Law. The similar Federal or State 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 expenseexpense or disbursement as shall be determined to have been caused by its own negligence, disbursement or advance as may be attributable to its negligence willful misconduct or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all loss, damageliability, claim, liability damage or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(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 Bankruptcy Law. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureIndenture and resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its 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 or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and its officers, directs, employees and agents 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 gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 606to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5), (6) or (67), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services will be are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 the Trustee’s negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee and each of Trustee or any predecessor Trustee its agents, officers, directors and employees (each an “indemnitee”) 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 Trusteeattorneys fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust and the 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. As security for the performance of the The Company’s payment obligations of the Company under this Section 606, the Trustee shall have a lien prior pursuant to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureCVR Agreement. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 8.1(c) or 8.1(d) with respect to the Company, the expenses are intended to constitute expenses of administration under bankruptcy Laws.

Compensation and Reimbursement. The Company 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 Company 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 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, claimclaims, liability or expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the 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. As security for , or in connection with enforcing the performance provisions of the obligations of the Company under this Section 6067.07, 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 collected by the any predecessor Trustee as suchpursuant to this Section 7.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.01(5) or (6Section 6.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder 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 or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and its agents for, and to hold it them harmless against, any and all loss, damageliability, claim, liability damage or expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of 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. As security for The provisions of this Section 6.07 shall survive the performance termination of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations of the Company under in this Section 6066.07, the Trustee shall will have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the payment of to pay principal of (or premium, if any) or interest, if any, and interest on particular Securities or any couponsSecurities. When Such lien will survive the Trustee incurs expenses or renders services in connection with an Event satisfaction and discharge of Default specified in Section 501(5) or (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 will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureTrustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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 and premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or (67), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6066.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(8), (9), (10) or (611), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy 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. (1) The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, or bad faith; and (3c) to indemnify each of Trustee or any predecessor the 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 bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (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. As security for the performance of the such obligations of the Company under this Section 606Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any 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 (6g), the expenses (including the reasonable charges and expenses expense of its counsel) of and the compensation for the such services will be are intended to constitute expenses of administration under any Bankruptcy Law. applicable bankruptcy, insolvency or other similar law. (4) The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or bad faithwillful misconduct; 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 or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or (6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will shall be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 the Trustee’s bad faith, negligence or bad faithwillful misconduct; and (3c) to indemnify the Trustee and each of Trustee or any predecessor Trustee its agents, officers, directors and employees (each an “indemnitee”) 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 Trusteeattorneys fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust and the 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. As security for the performance of the Parent’s payment obligations of the Company under pursuant to this Section 606, 4.7 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsthis Agreement. 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 (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 will be are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its partexpense, arising out of or in connection with the acceptance or administration of this trustthe 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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor 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 or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this 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. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5SECTION 5.1(6) or (6)SECTION 5.1(7) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of the administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency 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 SECTION 6.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faithwillful misconduct; 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 or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(f) or (6501(g), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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 and premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumparticular Securities. Without limiting any rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1i) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify each of the Trustee or and 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 upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assessed by the Company, by any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6066.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for to pay principal and interest on the payment Securities. Such lien shall survive the resignation or removal of principal the Trustee and the satisfaction and discharge of (or premium, if any) or interest, if any, on particular Securities or any couponsthis Indenture. When the Trustee incurs expenses or renders services in connection with after a Default or an Event of Default specified in Section 501(5Sections 5.01(e) or (6)5.01(f) hereof occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under U.S. Code, Title 11 or any Bankruptcy Law. The provisions other similar foreign, federal or state law for the relief of this Section shall survive the termination of this Indenturedebtors.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 own negligence or bad faith; and (3c) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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 and premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(e) or (6f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy 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 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 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 own negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damagedamages, claimclaims, liability or expense including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the 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 collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsthe Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(6) or (6Section 5.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of the administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify each of the Trustee or 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 and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its partexpense, arising out of or in connection with the acceptance or administration of this trustthe 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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified described in Section 501(5501(7) or and (6)8), the such expenses (including the reasonable charges fees and expenses of its counsel) and the compensation for the such services will be are intended to constitute expenses of administration under any Bankruptcy 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim, liability claim or expense (including taxes (other than taxes based on the income reasonable compensation and the expenses and disbursements of the Trusteeits agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumparticular Securities. Without prejudice to any other rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(5) or (6)501(6) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy 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 Company Corporation agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company 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 negligence, willful misconduct or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the 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 collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumSecurities. Without limiting any rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company Parent agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 negligence the Trustee’s negligence, bad faith or bad faithwillful misconduct; and (3c) to indemnify the Trustee and each of Trustee or any predecessor Trustee its agents, officers, directors and employees 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 Trusteeattorneys’ fees and expenses) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trusttrust and the 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. As security for the performance of the Parent’s payment obligations of the Company under pursuant to this Section 606, 3.6 shall survive the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment termination of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsthis CVR Agreement. 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 (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 will be are intended to constitute administrative expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturebankruptcy Laws.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 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 losslosses, damagedamages, claimclaims, liability liabilities or expense expenses, including taxes (other than taxes based on upon, measured by, or determined by the income of the Trustee) ), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company 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 Company 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 or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as such, pursuant to this Section 607 except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for -41- 51 the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 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 Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and its agents for, and to hold it them 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 or bad faith on its part, their part arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (of, and premium or premium, if any) Interest on or interest, if any, on any Additional Amounts with respect to particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(5) or (6Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company PCS agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company 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 or bad faith; and (3c) to indemnify each of the Trustee or and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Sections 501(f) or 501(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 bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company 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, if any, interest on or any Additional Amounts with respect to any particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 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, claimclaims, liability or expense including taxes (other than taxes based on upon the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 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 Company 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor such 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security The Trustee for the performance any series of the obligations of the Company under this Section 606, the Trustee Securities shall have a lien prior to the Securities upon as to all property and funds held by such Trustee hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on such particular Securities or any couponsSecurities. 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 (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee shall 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 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 negligence, bad faith or bad faithwillful misconduct; 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 and all losslosses, damageliabilities, claimdamages, liability claims or expense expenses including taxes (other than taxes based on upon, measured by or determined by the earnings or income of the Trustee) incurred without negligence or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (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. hereunder As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interestinterest on the Notes. Without limiting any rights available to the Trustee under applicable law, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.01(6) or (6Section 6.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 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 Company and the Trustee for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee and its agents for, and to hold it them 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 or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself themselves against any claim or liability in connection with the exercise or performance of any of its their powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (of, and premium or premium, if any) interest on or interest, if any, on any Additional Amounts with respect to particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureCoupons appertaining thereto.

Compensation and Reimbursement. The Company 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 Company Issuers and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 own negligence or bad faithwillful misconduct; and (3c) to fully indemnify each of the Trustee or any predecessor Trustee and its directors, officers, employees, counsels and agents for, and to hold it them harmless against, any and all loss, damageliability, claim, liability damage or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trustthe 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. As security for the performance of the obligations of the Company Issuers under this Section 606Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, interest on particular Securities or any couponsthe Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(d) or (6Section 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or 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 Company agrees: (1) Trustee shall receive compensation for fees and reimbursement for expenses pursuant to pay to Section 2.05, Section 6.12, Section 7.03(b)(i), Section 7.03(d)(ix), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such compensation as and any director, officer, employee or agent of the Trustee shall be agreed indemnified by the Trust and held harmless against any loss, liability, or "unanticipated out-of-pocket" expense incurred or paid to in writing between the Company and the Trustee for all services rendered by it hereunder third parties (which compensation expenses shall not be limited by any provision of law in regard include salaries paid to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinemployees, to reimburse the Trustee upon its request for all reasonable expensesor allocable overhead, 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 or bad faith; and (3) to indemnify 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. As security All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(b)(i) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(d)(ix) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee its duties as such, except funds held in trust Tax Matters Person for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy LawREMIC created hereunder. The provisions of this Section 10.07 shall survive the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company Corporation agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 or bad faith; 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 and all loss, damage, claim, liability or expense (including taxes (other than taxes based on the income reasonable compensation and the expenses and disbursements of the Trusteeits agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the [The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premiumparticular Securities.] Without prejudice to any other rights available to the Trustee under applicable law, if any) or interest, if any, on particular Securities or any coupons. 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 (6)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, damage, claimclaims, liability or expense expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) ), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for , or in connection with enforcing the performance provisions of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsSection. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder 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 negligence, wilful misconduct or bad faith; and (3c) to indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless from and against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) reasonably incurred without negligence negligence, wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except other than property and funds held in trust for under Section 703 (except moneys payable to the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified Company as provided in Section 501(5) or (6703), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 907 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: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 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 Trusteeattorneys' fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or 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. As security for the performance of the obligations of the Company and the Guarantor under this Section 606, the Trustee shall have a lien claim prior to the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureDebt Securities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 or bad faith; and (3) to indemnify the Trustee and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 606shall 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 the Trustee as such, except funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or Securities. Any expenses and compensation for any coupons. When services rendered by the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(5clause (6) or (6), the 7) of Section 501 shall constitute expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Lawall applicable federal or state bankruptcy, insolvency, reorganization or other similar laws. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 own negligence, wilful misconduct or bad faith; and (3) to fully indemnify each of the Trustee or any predecessor 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 negligence, wilful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this 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. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(6) or (6Section 5.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of the administration under any Bankruptcy Lawapplicable bankruptcy, 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 6.7 shall survive the termination of this IndentureIndenture or the earlier resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its 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, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 606to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any, on) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(8) or (6Section 501(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation of the Trustee for the services will be are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indentureapplicable Federal or state bankruptcy, insolvency or other similar law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 606, to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have a lien prior constitute additional indebtedness hereunder. Without limiting any rights available to the Securities upon all property and funds held or collected by the Trustee as suchunder applicable law, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(4) or (6Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services will be are intended to constitute expenses of administration under any applicable Bankruptcy 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor Trustee the Trustee, its directors, officers, agents and employees for, and to hold it them 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 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 this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(7) or (6Section 5.1(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company Operating Partnership agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company 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 or bad faith; and (3) to indemnify each of the Trustee or and 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 imposed on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as such, pursuant to this Section 607 except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to To pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) except 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 own negligence or bad faith; and. (3) to To indemnify each of the Trustee or 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by any Holder or the Company or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any coupons. 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 5.01(g) or through (6k), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services will be are intended to constitute expenses of administration under the Federal Bankruptcy Code or any Bankruptcy Lawsimilar federal, state or foreign law for the relief of debtors. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. 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 provisions 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, 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 or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing it pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsthe Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor 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 including taxes (other than taxes based on the income of the Trustee) incurred without 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 this 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing to it or collected by the Trustee as suchany predecessor trustee pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(6) or (6Section 5.1(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 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 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 or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee in Dollars for, and to hold it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on upon, or measured or determined by, the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, 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 of, premium, if any) , or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.1(5) or (6and Section 6.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal, state or foreign bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 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 or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all losslosses, damageliabilities, claimdamages, liability claims or expense including taxes (other than taxes based on the income of the Trustee) expenses incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe 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. As security for . (4) To secure the performance of the obligations of the Company Company's obligation under this Section 606Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (or and premium, if any) or interest, if any, interest on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder which shall have been separately agreed to by the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all claim, action, suit, cost, loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) any kind any nature whatsoever incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien claim prior to the Debt Securities and any coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or and premium, if any) or interest, if any, interest on particular Debt Securities or any coupons. When The claims of the Trustee incurs expenses or renders services in connection with an Event under this Section shall not be subject to the provisions of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy LawArticle Sixteen. The provisions of this Section section 607 shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 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 losslosses, damageliabilities, claimdamages, liability claims or expense expenses including taxes (other than taxes based imposed on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to shall have been caused by its negligence or bad faithwillful misconduct; and (3) 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 gross negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the action or inaction of any successor Trustee, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien Lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section and Sections 601 and 603 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay pay, or cause to be paid, to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse reimburse, or cause to be reimbursed, the Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faithfaith or as may be incurred due to the Trustee's breach of its representations and warranties set forth in Section 7.15; andand 61 (3) to indemnify the Trustee pursuant to Sections 8.1 and 8.3 of each of Financing Agreement. The Trustee or any predecessor Trustee forshall be entitled to reimbursement from, and shall have a lien prior to hold it harmless againstthe Certificates upon, the Trust Property for any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) tax incurred without negligence or negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this trustsuch Trust (other than any tax attributable to the Trustee's compensation for serving as such), including the any costs and expenses of defending itself against any claim or liability incurred in connection with contesting the exercise or performance imposition of any of its powers or duties hereundersuch tax. As security for the performance of the obligations of the Company under this Section 606, If the Trustee shall have reimburses itself from the Trust Property of such Trust for any such tax, it will mail a lien prior brief report within 30 days setting forth the circumstances thereof to all Certificateholders as their names and addresses appear in the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureRegister.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; 48 40 (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 or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether against 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or (6Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company Corporation agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 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 or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee or and any predecessor Trustee and their officers, directors, agents and employees for, and to hold it harmless against, any and all loss, damageliability, claim, liability 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 or negligence, bad faith on its partor willful misconduct, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance termination of this Indenture or the earlier resignation or removal of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsTrustee. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or (6)5.1(5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable 50 58 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 or bad faith; and (3) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(7) or Section 501(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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for ; (4) to secure the performance of the Company's obligations of the Company under this Section 606Section, the Trustee shall have a lien prior to the Securities upon all money or property and funds held or collected by the Trustee in its capacity as suchTrustee, except funds for such money and property which is held in trust for the payment of to pay principal of (or and premium, if any) or interest, if any, interest on particular Securities or any coupons. When Securities; (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(5) or specified (6), ) the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 6.7 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time such compensation as the parties shall be agreed from time to time agree in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence or bad faithwillful misconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, damageliability, claim, liability damage or expense including taxes (other than taxes based on upon the income of the Trustee) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company Issuer under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as suchTrustee, except funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When If the Trustee incurs expenses or renders services in connection with after the occurrence of an Event of Default specified in Section 501(5clause (5) or (6)) of Section 6.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 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, claimclaims, liability or expense including taxes (other than taxes based on upon the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(4) or (6Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 gross negligence or bad faithwillful misconduct; 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 gross negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6067.06, the Trustee shall have a lien Lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(56.01(vii) or (66.01(viii), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will shall be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the resignation or removal of the Trustee and termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to To pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) except 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 own negligence or bad faith; and. (3) to To indemnify each of the Trustee or 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by any Holder or the Company or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment benefit of principal Holders of (or premium, if any) or interest, if any, on particular Securities or any coupons. 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 5.01(g) or through (6k), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services will be are intended to constitute expenses of administration under the Federal Bankruptcy Code or any Bankruptcy Lawsimilar federal , state or foreign law for the relief of debtors. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) Trustee shall receive compensation for fees and reimbursement for expenses pursuant to pay to Section 2.05, Section 6.12, Section 7.03(a)(iii), Section 7.03(d)(ix), Section 7.06 and Section 10.13 hereof. Except as otherwise provided in this Agreement, the Trustee from time to time such compensation as and any director, officer, employee or agent of the Trustee shall be agreed indemnified by the Trust and held harmless against any loss, liability, or "unanticipated out-of-pocket" expense incurred or paid to in writing between the Company and the Trustee for all services rendered by it hereunder third parties (which compensation expenses shall not be limited by any provision of law in regard include salaries paid to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinemployees, to reimburse the Trustee upon its request for all reasonable expensesor allocable overhead, 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 or bad faith; and (3) to indemnify 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits trusts hereunder or the Certificates, including other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any duties hereunder or by reason of its powers or reckless disregard of obligations and duties hereunder. As security All such amounts described in the preceding sentence shall be payable as provided in (A) Section 7.03(a)(iii) with respect to such amounts that are Trustee Reimbursable Expenses and (B) Section 7.03(d)(ix) with respect to the remainder of such amounts, subject in the case of clause (B), to Sections 10.01(e) and 10.01(g). The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by the Seller and held harmless against any loss, liability or reasonable expenses incurred by the Trustee in performing its duties as Tax Matters Person for the REMIC created under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee its duties as such, except funds held in trust Tax Matters Person for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy LawREMIC created hereunder. The provisions of this Section 10.07 shall survive the termination of this IndentureAgreement.

Compensation and Reimbursement. The Company agrees: agrees (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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 or bad faith; and and (3) to indemnify each of Trustee or any predecessor Trustee the Trustee, its directors, officers, agents and employees for, and to hold it them 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 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 this 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing to it pursuant to this Section 6.07, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(8) or (6Section 5.01(9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder as the Company and the Trustee shall agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided hereinto pay the reasonable fees and expenses of the Trustee's counsel in connection with reviewing, revising, executing and delivering this Indenture and related documentation on the date of execution hereof, and upon executing any amendments or supplements hereto; (3) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or 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 or bad faith; and (34) to indemnify each the Trustee (which, for the purposes of Trustee or any predecessor Trustee this Section 607, shall include the Trustee's directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, damageliability, claimcost, liability claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of (directly or indirectly) or in connection with the acceptance or administration of this trusttrust and the performance of any duty or obligation imposed upon it herein or in the Security Documents or by reason of the issuance of the Notes, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for hereunder or under the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of Security Documents. (or premium, if any5) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(11) or (612), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy applicable Insolvency Law. The provisions of this . (6) This Section shall survive the termination of this IndentureIndenture and the resignation or removal of the Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim, liability claim or expense (including taxes (other than taxes based on the income reasonable compensation and the expenses and disbursements of the Trusteeits agents and counsel) incurred without negligence or bad faith on its partfaith, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for This indemnification shall survive the performance resignation or removal of the Trustee and the termination of this Agreement. To secure the Company's payment obligations of in this Section, the Company under this Section 606, and the Holders agree that the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as such, except funds held in trust for Trustee. Such lien shall survive the payment satisfaction and discharge of principal of (or premium, if any) or interest, if any, on particular Securities or any couponsthis Indenture. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 501(55.1(4) or (6)5) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenturesuccessor statute.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 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 or bad faith; and (3c) to indemnify each of the Trustee or and 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 or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(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. 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 money held or collected by the Trustee as such, except funds money held in trust for the payment of principal of (or premium, if any) or interest, if any, interest or Additional Amounts on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 606 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee or 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 upon, measured by, or determined by the income of the Trustee) ), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section 6067.06 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or principal, premium, if any) , or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureNotes.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense including taxes (other than (i) taxes based on upon, secured by, or determined by the income of the TrusteeTrustee and (ii) franchise taxes) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal Principal of (or premium, if any) or interest, if any, interest on particular Securities or any couponsNotes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable Federal or 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 Company agrees: (1a) to pay to the Trustee or any predecessor Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee or 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 or bad faith; and (3c) to indemnify each of the Trustee or and 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including includ- ing the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon Debentures as to all property and funds held or collected by the Trustee as suchit hereunder for any amount owing it pursuant to this Section 6.7, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsthe Debentures. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.1(e) or (6Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar laws. The provisions of this Section 6.7 shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be is agreed to upon in writing between the Company and the Trustee writing, or, if no such agreement exists, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel, which compensation, expenses and disbursements shall be set forth in sufficient detail), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606607, 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 and premium, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureSecurities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee for, and to hold it each 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 or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder of Securities or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security The Trustee shall notify the Company of any claim asserted against it for which it may seek indemnity; (4) all indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns; (5) when the Trustee incurs expenses or renders services after the occurrence of any Event of Default specified in Section 5.01, the expenses and the compensation for the performance services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws; and (6) the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination satisfaction and discharge of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of Trustee or any predecessor the 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 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, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(6) or (6Section 5.01(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law. 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 provisions 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 Company agrees: (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor the Trustee for, and to hold it harmless against, any and all loss, liability damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 6.07, except with respect to funds held in ---- trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(55.01(5) or (6Section 5.01(6), the expenses ---- ---- (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1a) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee or any predecessor 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 or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this 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. As security for the performance of the obligations of the Company under this Section 606, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(54.1(f) or (6)Section 4.1(g) with respect to the Company, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of the administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency 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 5.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 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 Company agrees:Issuers agree, jointly and severally, (1a) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company Issuers and the Trustee 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 60 68 provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except for any such expense, disbursement or advance as may be attributable to its negligence negligence, bad faith or willful misconduct. The Trustee agrees to repay such expenses, disbursements and advances attributable to its negligence, bad faithfaith or willful misconduct upon the entry of a final nonappealable determination that the Trustee engaged in negligence, bad faith or willful misconduct; and (3c) to indemnify each of the Trustee or any predecessor Trustee (and its directors, officers, employees and agents) 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 or negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs 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 5.01(d) or Section 5.01(e) in the case of the Company, the Co-Obligor or any Significant Subsidiary, 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. Any Paying Agent or Authenticating Agent appointed hereunder shall be entitled to the benefits of Section 6.07(c) as if the indemnity set forth therefor were specifically afforded to such Paying Agent or Authenticating Agent. The provisions of this Section shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee, any Paying Agent or any Authenticating Agent, as the case may be. The obligations of the Issuers under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this Section 606Issuers, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (principal, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, or premium, if any) or interest, if any, on interest with respect to particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this IndentureSecurities.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee or and any predecessor Trustee and their respective directors, officers and employees, for, and to hold it them 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 or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(7) or Section 501(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. As security for the performance of the obligations of the Company under this Section 606Section, 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 premiumpremium or Make-Whole Amount, if any) or interest, if any, interest on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing from time to time between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 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, damage, claimclaim or expense, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien prior to the Securities upon as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (or premium, if any) or interest, if any, on particular Securities or any couponsSecurities. -50- 58 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5501(6) or (6Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be are intended to constitute expenses of administration under any Bankruptcy Lawapplicable 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company 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 or bad faith; and (3) to indemnify each of Trustee or any predecessor in Dollars the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claimclaims or expense, liability or expense including taxes (other than taxes based on the upon, measured by or determined by income of the Trustee) ), incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 606and 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 the Trustee as such, except funds held in trust pursuant to Section 15.03 hereof or for the payment of principal of (or premium, if any) or interest, if any, amounts due on particular Debt Securities or any couponsand Coupons. When The fees and expenses incurred by the Trustee incurs expenses or renders services in connection with an Event any bankruptcy of Default specified in Section 501(5) or (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 will be intended to constitute expenses of administration under any Bankruptcy Lawpreceding sentence or Section 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 Company agrees: (1) to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), ) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee in its individual capacity and each of Trustee or any predecessor Trustee its officers, directors, agents and counsel 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 or bad faith on its such Person's part, arising out of or in connection with the acceptance or administration of this trustIndenture or the 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. As security for the performance of the obligations of the Company under this Section 606, the The Trustee shall have a lien Lien prior to the Securities upon with respect to all property Property and funds held or collected by the Trustee as suchhereunder for any amount owing to it pursuant to this Section 607, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services will be intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.respect