Common use of Compensation and Reimbursement Clause in Contracts

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 faithfaith (as determined by a final, non-appealable order of a court of competent jurisdiction); and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions hereunder except to the extent any such loss, xxxxxxxxx or expense may be attributable to its own negligence or bad faith (as determined by a final, non-appealable order of this Section 607 shall survive any termination a court of this Indenture and the resignation or removal of the Trusteecompetent jurisdiction). As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular Securities. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agreesIssuer and the Guarantors agree, jointly and severally, (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (includingexpenses, without limitationincluding reasonable attorneys’ fees, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer and the Guarantors under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8clause (5) or (96) occursof Section 6.01, the expenses and the compensation for such the services are will be intended to constitute expenses of administration under Title 11Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction, U.S. Code, discharge or any similar Federal state or foreign law for the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(7) or Section 501(8), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This indemnification shall survive any the termination of this Indenture Agreement and the resignation or removal of the TrusteeTrustee hereunder. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11the Bankruptcy Code of 1978, U.S. Codeas amended, or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agreesIssuer and the Guarantor jointly and severally agree (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company Issuer or the Guarantor (including, without limitation, this Section 6076.07) and of defending itself against any claim (whether asserted by any Holder or the CompanyIssuer or the Guarantor) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 6.07 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer under this Section 6076.07, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 6.07 shall not be subordinate to any other liability or indebtedness of the Company Issuer (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(h) or (9) occursSection 5.01(i), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or State bankruptcy, U.S. Code, insolvency or any other similar Federal state law. The provisions of this Section shall survive the termination of this Indenture or foreign law for the relief earlier resignation or termination of debtorsthe Trustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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 to the extent any such expense, disbursement or advance shall be as may be attributable to its own negligence or bad faith; and (3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability damage or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or performance of its duties hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 , except to the extent that any such claim or liability shall survive any termination of this Indenture and the resignation or removal of be determined to have been caused by the Trustee’s own negligence or bad faith. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Debt Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest amounts due on particular Debt Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.1(5) or (9) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Codeinsolvency or other similar law. The obligations of the Company under this Section 6.7 to compensate and indemnify the Trustee for expenses, or any similar Federal state or foreign law for disbursements and advances shall constitute additional indebtedness under this Indenture and shall survive the relief satisfaction and discharge of debtorsthis Indenture.

Compensation and Reimbursement. The Company agreesand the Guarantor, joint and severally, agree (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(5) and 501(6), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation or removal of the Trustee. As security compensation for the performance services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law. To secure the Company's and Guarantor's payment obligations of the Company under in this Section 607, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee, in its capacity as Trustee, except funds money or property held in trust for the payment of to pay principal of (and of, premium, if any) or , and interest on particular Securities. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability survive the resignation or indebtedness removal of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses termination of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable such compensation as shall be agreed 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 faith; and (3c) to indemnify each of the Trustee and any predecessor for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (including other than taxes based on the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the CompanyCompany or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities Senior Notes upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular SecuritiesSenior Notes. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8Sections 501(f) or through (9) occursj), the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, the Federal Bankruptcy Code or any similar Federal 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 agreesIssuer and each of the Guarantors, jointly and severally, agree: (1) to pay to the Trustee for any series of Securities as the Issuer and the Trustee shall agree in writing from time to time reasonable such compensation in Dollars for all services rendered by it hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence own negligence, bad faith or bad faithwillful misconduct; and (3) to indemnify the such Trustee and its agents in Dollars for, and to hold it them harmless against, any loss, damage, claims, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or negligence, bad faith or willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (claim, whether asserted by the Issuer, any of the Guarantors or any Holder or the Company) any other Person, or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer and the Guarantors under this Section 607, the Trustee for any series of Securities shall have a lien prior to the Securities upon all property and funds held or collected by the Trusteesuch Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(5) or (9) occursSection 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state law. The benefits of this Section 607 shall survive termination of this Indenture and resignation or foreign law for removal of the relief of debtorsTrustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee’s negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or reasonable expense (including including, without limitation, the reasonable compensation, expenses fees and disbursements of its the Trustee’s agents, accountantslegal counsel, experts accountants and counselexperts) 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 reasonable costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive , except to the extent that any termination of this Indenture and the resignation such loss, liability or removal of expense was due to the Trustee’s negligence or bad faith. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premiumof, if any) or premium or interest on particular Securitiesor any Additional Amounts with respect to Securities or any Coupons appertaining thereto. The Any compensation or expense incurred by the Trustee after a default specified by Section 501(8), (9) or (10) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee's right to receive payment ” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any amounts due Trustee shall not affect the rights of any other Trustee under this Section 607 shall not be subordinate 606. The provisions of this Section 606 shall, to the extent permitted by law, survive any termination of this Indenture (including, without limitation, termination pursuant to any other liability Bankruptcy Laws) and the resignation or indebtedness removal of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsTrustee.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable 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 indemnify the Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold it each of them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith willful misconduct on its each of 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, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its the Trustee’s powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon on all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on or any Additional Amounts with respect to particular Securities. The Trustee's right to receive payment of Any expenses and compensation for any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When services rendered by the Trustee incurs expenses or renders services after the occurrence of an Event of Default (including the reasonable charges and expenses of its counsel) specified in Section 501(8clause (7) or (9) occurs, the 8) of Section 501 shall constitute expenses and the compensation for such services are intended to constitute expenses of administration under Title 11all applicable federal or state bankruptcy, U.S. Codeinsolvency, reorganization or other similar laws. The provisions of this Section 607 and any similar Federal state lien arising hereunder shall survive the resignation or foreign law for removal of the relief Trustee or the discharge of debtorsthe Company’s obligations under this Indenture and the termination of this Indenture.

Compensation and Reimbursement. The Company and the Guarantor each agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9) occurs8) of Section 501 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code"Insolvency or Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as 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 the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust and under the Security Documents, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder. The provisions 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 Section 607 shall survive any termination of this Indenture and the resignation or removal of the TrusteeIndenture. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9) occurs8) of Section 501 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code"Insolvency" or "Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the compensation, 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 forand its officers, directors, shareholders, agents and to hold employees (each, an "Indemnified Party") and holds the same harmless against any and all losses, liabilities or expenses incurred by it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties and the exercise of its rights and powers under this trustIndenture or the Securities, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, including this Section 607) and of defending itself against any claim (whether asserted by the Company or any Holder or the Companyany other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to negligence or bad faith. The provisions Trustee and its officers, directors, shareholders, agents and employees, in its capacity as Paying Agent, Security, Registrar, Authentication Agent, Custodian for the Securities, Exchange Agent and agent for service of this Section 607 notices and demands and any other agent capacity shall survive have the full benefit of the foregoing indemnity. The Indemnified Party shall notify the Company promptly of any termination claim or which it may seek indemnity. Failure by the Indemnified Party to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. If there is a conflict of interest between the Company and the Indemnified Party, then the Indemnified Party may have separate counsel reasonably satisfactory to the Indemnified Party and the Company shall pay the reasonable fees and expenses of such counsel. The Trustee's right to receive payment of any amounts under this Indenture and the resignation or removal shall not be subordinate to any other indebtedness of the TrusteeCompany. As security for the performance of the The obligations of the Company under this Section 607, 607 shall survive the satisfaction and discharge of this Indenture. The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the Trusteeany predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right Such lien shall survive the satisfaction and discharge of this Indenture. Without limiting any rights available to receive payment of any amounts due the Trustee under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(5) or (9) occursSection 501(6), the expenses (including the reasonable charges and the expenses of its counsel) and compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees (1) covenants and agrees to pay in Dollars to the Trustee from time to time time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) , and, except as otherwise expressly provided herein, to the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counselcounsel and of all Persons not regularly in its employ), including Section 6.02, except any such expense, disbursement or advance advances as may be attributable to arise from its negligence or bad faith; and (3) willful misconduct. The Company also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith willful misconduct on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this trusttrust or trusts hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or of liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Each Issuer and the Holders agree that such additional indebtedness shall be secured by a lien Lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of (of, and premium, if any) , or interest on on, particular Debt Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(86.01(e) or (9f) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy, U.S. Codeinsolvency, reorganization or any other similar Federal state or foreign law for the relief of debtorslaw.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9) occurs8) of Section 501 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code"Insolvency or Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Company agrees: (1a) to pay pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; and (2b) except as otherwise expressly provided hereinto reimburse, or cause to reimburse 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 or the Intercreditor 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; and (3c) to indemnify the Trustee forwith respect to the Certificates, pursuant to Section 8.1 of the Owned Aircraft Participation Agreements and Section 9.1 of the Leased Aircraft Participation Agreements, as the case may be. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to hold it harmless againstthe Certificates upon, all property and funds held or collected by the Trustee in its capacity as Trustee for any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 trustthe Trust (other than any tax attributable to the Trustee's compensation for serving as such), including the any costs and expenses incurred in contesting the imposition of enforcing this Indenture against any such tax. The Trustee shall notify the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by for any Holder or tax for which it may seek reimbursement. If the Company) or liability in connection with Trustee reimburses itself from the exercise or performance Trust Property of such Trust for any such tax, it will mail a brief report within 30 days setting forth the amount of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture such tax and the resignation or removal of circumstances thereof to all Certificateholders as their names and addresses appear in the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsRegister.

Compensation and Reimbursement. The Company covenants and agrees : (1a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing from time reasonable compensation to time between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision provisions of law in regard to the compensation of a trustee of an express trust); ; (2b) except as otherwise expressly provided hereinprovided, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counsel), counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and and (3c) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense including taxes (including other than taxes based upon, measured by or determined by the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe Trustee) incurred without negligence or bad faith on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by the Company, any Holder or the Companyany other Person) or of liability in connection with the exercise or performance of premises. If any of its powers or duties hereunder. The provisions of this Section 607 property other than cash shall survive at any termination of this Indenture and the resignation or removal time be subject to a lien in favor of the Trustee. As security for the performance of the obligations of the Company under this Section 607Holders, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to, but shall have no obligation whatsoever to, make advances for the payment purpose of principal preserving such property or of (and premium, if any) discharging tax liens or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability prior liens or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsencumbrances thereon.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation or under the Transaction Documents as shall not be limited by any provision of law agreed in regard to writing between the compensation of a trustee of an express trust)Company and the Agent; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement or the other Transaction Documents (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent for, and to hold it harmless against, any loss, liability or reasonable out-of-pocket expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties under the other Transaction Documents, including the costs and expenses (including reasonable fees and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607counsel) and of defending itself against any claim (claim, whether asserted by any the Company, a Holder or the Company) any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Transaction Documents. The Agent shall promptly notify the Company of any third party claim which may give rise to the indemnity hereunder and give the Company the opportunity to participate in the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld, provided that any failure to give any such notice shall not affect the obligation of the Company under this Section. The provisions of this Section 607 7.7 shall survive any the termination of this Indenture any and all Transaction Documents, the satisfaction or discharge of the Equity Units or Stripped Units and/ or the Separate Notes or the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsAgent.

Compensation and Reimbursement. The Each of the Company and the Parent Guarantor agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (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 properly incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its willful misconduct, gross negligence or bad faith; and (3) to jointly and severally indemnify the Trustee (which shall be deemed for the purposes of this Section 607(3) to include its officers, directors, employees, representatives and agents) for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive any the termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Trustee and shall apply with equal force and effect to any agent under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsIndenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee (which for purposes of this Section 607(3) shall include its officers, directors, employees and agents) for, and to hold it harmless against, any loss, claim, damage, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts agents and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This indemnification shall survive any the termination of this Indenture and or the earlier resignation or removal of the Trustee. As security for To secure the performance of the Company’s payment obligations of the Company under in this Section 607, the Trustee shall have a lien prior senior to the Securities upon as to all money or property and funds held or collected by the TrusteeTrustee for any amount owing it or any predecessor Trustee pursuant to this Section 607, except funds such money or property held in trust for the payment benefit of principal holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment obligations of any amounts due the Company under this Section 607 shall not be subordinate to any other liability survive the satisfaction and discharge of this Indenture or indebtedness the resignation or removal of the Company (even though the Securities may be so subordinated)Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9501(a) occurs, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agrees (1) covenants and agrees to pay to the Trustee from time to time reasonable time, and the Trustee shall be entitled to, such compensation as 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) , and, except as otherwise expressly provided hereinprovided, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counsel), counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . If any property other than cash shall at any time be subject to a lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, shall not be subordinated to the Trustee payment of Senior Indebtedness pursuant to Article Xxxxxxx and shall have constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of (and or premium, if any, on) or interest interest, if any, on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agreesand each Guarantor agree (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder as such fees may be adjusted from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its officers, directors, employees, agents and any predecessor Trustee for, and to hold it harmless against, any and all claim, loss, liability or expense including taxes including reasonable attorney’s fees and expenses (including other than taxes imposed on the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim or (whether asserted by any the Company, a Guarantor, a Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 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 Trustee, any predecessor Trustee pursuant to this Section 607 except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(5) or (9) occursSection 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable federal or state bankruptcy, U.S. Codeinsolvency or other similar law. The obligations of the Company and a Guarantor under this Section shall be joint and several. The provisions of this Section shall survive the resignation or removal of the Trustee and the satisfaction, discharge or any similar Federal state or foreign law for the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees agrees (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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 faithwillful misconduct; and and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any the Company, a Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trusteeit 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 (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(7) or (9) occursSection 5.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable federal or state bankruptcy, U.S. Codeinsolvency or other similar law. Notwithstanding any provisions of this Indenture, the provisions of this Section shall survive the resignation or removal of the Trustee and any similar Federal state or foreign law for the relief satisfaction and discharge of debtorsthis Indenture.

Compensation and Reimbursement. The Company Issuer agrees: (1a) to pay to the Trustee the Trustee Fee and such other amounts due from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard pursuant to the compensation of a trustee of an express trust)this Indenture; (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 carrying out its duties and responsibilities under this Indenture (including or under the other Security Documents, including, without limitation, the reasonable compensation and the compensation, expenses and disbursements of its agents and counsel), any amounts required to be expended by the Trustee in compliance with Article XII hereof, and any expenses incurred in connection with the transfer or reassignment by the Trustee to a successor trustee of any Security Document pursuant to Section 6.11, except any such expense, disbursement or advance as may be attributable to its negligence the Trustee's negligence, willful misconduct or bad faith; and; (3c) to indemnify that the Trustee Indemnified Parties shall not be answerable to or accountable for, except in the case of their own bad faith, willful misconduct or negligence, and, the Issuer agrees to indemnify, consistent with the provisions set forth in Section 6.1(a)(i) hereof, each of the Trustee Indemnified Parties for, and to hold it them harmless against, any loss, liability liability, damage or expense (including the reasonable compensationthat it may incur or sustain without negligence, expenses and disbursements of its agentswillful misconduct, accountants, experts and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the exercise and performance of the Trustee's powers and duties hereunder and the acceptance or administration of this trustthe trust or trusts hereunder, under the Mortgage, Mezzanine Loan Agreement or under any other instrument included in the Collateral, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its the Trustee's powers or duties hereunder. The provisions indemnification obligation of the Issuer under this Section 607 6.5(c) shall survive payment of the Notes and any termination of this Indenture and the resignation resignation, removal or removal replacement of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of ; and (and premium, if anyd) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such the services rendered by the Trustee or the Servicer after an Event of Default as specified in Section 5.1(d) or Section 5.1(e) hereof in connection herewith are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsbankruptcy proceeding.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustees or any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions obligations of the Company under this Section 607 6.7 shall survive any the termination of this Indenture and or the earlier resignation or removal of the Trustee. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to To pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as has been agreed upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);, (2) except Except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; , and (3) to To indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest interest, if any, on particular Securities. The Trustee's right to receive payment of Securities or any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)coupons. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8501(5) or (96) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsBankruptcy Law.

Compensation and Reimbursement. (a) The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation Managing Member shall not be limited by receive any provision of law fees from the Company for its services in regard to administering the compensation of a trustee of an express trust); (2) Company, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture herein (including the reasonable compensation provisions of Articles IV and V regarding distributions, payments and allocations to which it may be entitled in its capacity as the expenses and disbursements of its agents and counselManaging Member). (b) Subject to Section 6.2(c), except any such expense, disbursement or advance as may the Company shall be attributable to its negligence or bad faith; and (3) to indemnify the Trustee liable for, and shall reimburse the Managing Member on a monthly basis, or such other basis as the Managing Member may determine, for all (i) overhead, administrative expenses, insurance and reasonable legal, accounting and other professional fees and expenses of the Managing Member, (ii) expenses of the Managing Member incidental to hold it harmless againstbeing a public reporting company, (iii) reasonable fees and expenses related to the initial public offering of the Managing Member or any losssubsequent public offering of equity securities of the Managing Member or private placement of equity securities of the Managing Member, liability whether or expense not consummated, (including iv) franchise and similar taxes of the reasonable compensation, Managing Member and other fees and expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance maintenance of the existence of the Managing Member, (v) customary compensation and benefits payable by the Managing Member, and indemnities provided by the Managing Member on behalf of, its officers and directors of Managing Member and (vi) reasonable expenses paid by Managing Member on behalf of the Company; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Managing Member with respect to bank accounts or administration other instruments or accounts held by it on behalf of this trust, including the costs and expenses of enforcing this Indenture against the Company as permitted pursuant to Section 6.3. Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 6.6. (includingc) To the extent practicable, without limitation, this Section 607) Company expenses shall be billed directly to and of defending itself against any claim (whether asserted paid by any Holder or the Company) , and reimbursements to the Managing Member or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of Affiliates by the Company pursuant to this Section 607 6.2 shall survive any termination be treated as “guaranteed payments” within the meaning of this Indenture Code section 707(c) (unless otherwise required by the Code and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinatedRegulations). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)hereunder; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement (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 negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Agent shall promptly notify the Company of any third-party claim which may give rise to the indemnity hereunder and give the Company the opportunity to control the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Section 7.7, "Agent" shall include any predecessor Agent; provided that the negligence, bad faith or willful misconduct of any Agent hereunder shall not affect the rights of any other Agent hereunder. The provisions of this Section 607 7.7 shall survive any the termination of this Indenture and Agreement, the satisfaction or discharge of the Units and/or the Separate Notes and/or the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsAgent.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered to the Company 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); (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 and relating to Securities issued by the Company (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 (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its the Trustee’s part, arising out of or in connection with the acceptance or administration of this trusttrust in connection with the Securities of the Company, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee in connection with the Securities of the Company as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate Without prejudice to any other liability or indebtedness of rights available to the Company (even though the Securities may be so subordinated). When Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(87.01(iv) or (9v) occursas to the Securities of a Series, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration in connection with the Securities of the Company under Title 11any applicable bankruptcy, U.S. Codeinsolvency or other similar law. The obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether at the Stated Maturity or any similar Federal state or foreign law for the relief of debtorsotherwise.

Compensation and Reimbursement. 6.7.1 The Company agrees (1) and the Guarantor, jointly and severally, agree to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) 6.7.2 The Company and the Guarantor, jointly and severally, agree 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 agents, experts and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; andwillful misconduct. (3) 6.7.3 The Company and the Guarantor, jointly and severally, agree to indemnify fully indemnify, defend and hold harmless each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any the Company or the Guarantor, a Holder or any other Person) (and including without limitation enforcing the Companyterms of this Indenture and the indemnification provided herein) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 5.1.7, the expenses (including the reasonable and documented charges and expenses of this Indenture its counsel) and the resignation or removal compensation for the services are intended to constitute expenses of the Trusteeadministration under any applicable Bankruptcy Law. As security for the performance of the obligations of the Company and the Guarantor under this Section 6076.7.3, the Trustee shall have a lien claim prior to the Securities of a series upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular such Securities. The Trustee's right to receive payment provisions of any amounts due under this Section 607 6.7.3 shall not be subordinate to any other liability survive the resignation or indebtedness removal of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses satisfaction and discharge of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (7) or (9) occurs8) of Section 501 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code"Insolvency or Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as 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 liability, damage, claim or expense expense, including taxes (including other than taxes based on the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions 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 Section 607 shall survive any termination of this Indenture and the resignation or removal of the TrusteeIndenture. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8) or (9) occursSection 501(9), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation of the Trustee for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for the relief of debtorslaw.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, from time to time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee any one of them in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its their negligence or bad faith; and (3) to indemnify the Trustee Trustee, any predecessor trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, for, and to hold it each of them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions obligations of the Company under this Section 607 shall survive any termination not be subordinated to the payment of this Indenture and the resignation or removal of the TrusteeSenior Indebtedness pursuant to Article 13. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. SECTION 608. Disqualification; Conflicting Interests. The Trustee's right to receive payment of any amounts due under this Trustee shall comply with Section 607 shall not be subordinate to any other liability or indebtedness 310(b) of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsTrust Indenture Act.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee (which shall include its directors, officers, employees and agents) for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This indemnification shall survive any the termination of this Indenture Agreement, and the resignation or removal of the Trustee. As security for To secure the performance of the Company's payment obligations of in this Section 6.7, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable such compensation as agreed to in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder or performance of its duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities Notes upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Notes. When the Trustee renders services or incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8Sections 401(5) or (9401(6) occurshereof, the expenses and the compensation for such services and expenses are intended to constitute expenses of administration under Title 11any applicable bankruptcy or insolvency law or law applicable to creditors’ rights to the extent permitted by applicable law. The provisions of this Section shall survive the satisfaction, U.S. Code, discharge and termination of this Indenture or any similar Federal state the earlier resignation or foreign law for removal of the relief of debtorsTrustee.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith); and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its part, (i) arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or (ii) in connection with enforcing this indemnification provision. The provisions obligations of the Company under this Section 607 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 any termination the satisfaction and discharge of this Indenture and the resignation or removal of the Trusteeany other termination under any Insolvency or Liquidation Proceeding. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest on particular Securities. The Trustee's right to receive payment Such lien shall survive the satisfaction and discharge of any amounts due under this Section 607 shall not be subordinate to Indenture or any other liability termination under any Insolvency or indebtedness of the Company (even though the Securities may be so subordinated)Liquidation Proceeding. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraphs (j) or (9k) occursof Section 5.1 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, any Insolvency or any similar Federal state or foreign law for the relief of debtorsLiquidation Proceeding.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such reasonable compensation as 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 and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 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 Trusteeany predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(7) or (9) occursSection 501(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company Partnership agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it and them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or negligence, bad faith or willful misconduct on its or 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, without limitation, this Section 607) and of defending itself or themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Partnership under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of the principal of (and premium, if any) or interest on particular Securities. The Trustee's right Without limiting any rights available to receive payment of any amounts due the Trustee hereunder and under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.1(e) or (9) occursSection 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services of the Trustee are intended to constitute expenses of administration under Title 11, U.S. Code, any applicable Bankruptcy Law. The provisions of this Section 6.7 shall survive the resignation or any similar Federal state removal of the Trustee and the termination or foreign law for satisfaction and discharge of this Indenture and the relief Legal Defeasance of debtorsthe Securities.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an any 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 including, without limitation, 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 indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in In connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and To secure the resignation or removal of the Trustee. As security for the performance of the Company's payment obligations of the Company under in this Section 607, the Trustee shall have a lien prior to the Securities upon on all money or property and funds held or collected by the Trustee, in its capacity as Trustee under this Indenture, except funds money or property held in trust for the payment of to pay principal of (and of, premium, if any) or , and interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When ; If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8clause (4) or (95) occursof Section 501, the expenses and the compensation for such the services are will be intended to constitute expenses of administration under Title 11, U.S. Code, 11 of the United States Bankruptcy Code or any similar Federal applicable federal or state or foreign law for the relief of debtors; and The provisions of this Section 607 shall survive the resignation or removal of the Trustee and 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 reasonable compensation for all services rendered by it the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (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 the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607606, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of, and premium or Interest on or any Additional Amounts with respect to particular Securities or any Coupons appertaining thereto. 55 Any compensation or expense incurred by the Trustee after a default specified by Section 501 is intended to constitute an expense of (and premium, if any) administration under any then applicable bankruptcy or interest on particular Securitiesinsolvency law. The "Trustee's right to receive payment " for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any amounts due Trustee shall not affect the rights of any other Trustee under this Section 607 606. The Company's obligations under this Section 606 and any lien hereunder shall not be subordinate to survive the resignation or removal of any other liability or indebtedness Trustee, the discharge of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event Company's obligations pursuant to Article Four of Default specified in Section 501(8) or (9) occurs, the expenses this Indenture and the compensation for such services are intended to constitute expenses termination of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agreesIssuer and each of the Guarantors, jointly and severally, agree: (1) to pay to the Trustee for any series of Securities as the Issuer and the Trustee shall agree in writing from time to time reasonable such compensation in Dollars for all services rendered by it hereunder as shall be agreed upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee for any series of Securities in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the such Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence own negligence, bad faith or bad faithwillful misconduct; and (3) to indemnify the such Trustee and its agents in Dollars for, and to hold it them harmless against, any loss, damage, claims, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or negligence, bad faith or willful misconduct on its their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (claim, whether asserted by the Issuer, any of the Guarantors or any Holder or the Company) any other Person, or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer and the Guarantors under this Section 607, the Trustee for any series of Securities shall have a lien prior to the Securities upon all property and funds held or collected by the Trusteesuch Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(5) or (9) occursSection 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state law. The benefits of this Section 607 shall survive termination of this Indenture and resignation or foreign law removal of the Trustee. Section 608. Disqualification; Conflicting Interests. The Trustee for the relief Securities shall be subject to the provisions of debtorsSection 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any particular series of Securities other than that series.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as 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, liability liability, damage, claim or expense including taxes (including other than taxes based on the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe Trustee) incurred without negligence or bad faith wilful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated), except that such rights of the Trustee under this Section 607 shall be subordinated in right and time of payment to the payment in full of all obligations of the Company under the Senior Loan Agreement including, without limitation, the payment of all principal, interest, fees and expenses thereunder. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(9) or (9) occursSection 501(10), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or State bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for the relief of debtorslaw.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee Trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, from time to time reasonable compensation for all services rendered by it them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee Trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, upon its their request for all reasonable expenses, disbursements and advances incurred or made by the Trustee any one of them in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its their agents and counsel), except any such expense, disbursement or advance as may be attributable to its their negligence or bad faith; and (3) to indemnify the Trustee Trustee, any predecessor trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, for, and to hold it each of them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. SECTION 608. Disqualification; Conflicting Interests. The Trustee's right to receive payment of any amounts due under this Trustee shall comply with Section 607 shall not be subordinate to any other liability or indebtedness 310(b) of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsTrust Indenture Act.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607606, the Trustee shall have a lien prior to the Securities upon all property and funds money held or collected by the TrusteeTrustee as such, except funds money held in trust for the payment of principal of (and or premium, if any) or interest or Additional Amounts on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 606 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as 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 (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 faithwillful misconduct; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (including other than taxes based on the reasonable compensationincome of the Trustee), expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company, a Securityholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(5) or (9) occurs6), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, or any similar Federal state or foreign law for the relief discharge of debtorsthe Company’s obligations pursuant to Article 4 of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities Debentures upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of of, premium (and premium, if any) or interest on particular SecuritiesDebentures. The Trustee's right Trustee shall comply with the provisions of TIA Section 313(b)(2) to receive payment of the extent applicable. Section 708. Disqualification; Conflicting Interests If the Trustee has or shall acquire any amounts due under this conflicting interest, as defined in TIA Section 607 shall not be subordinate to any other liability 310(b), it shall, within the period required by TIA Section 310(b) after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or indebtedness of resign in the Company (even though manner and with the Securities may be so subordinatedeffect specified in TIA Section 310(b). When The Trustee shall otherwise comply with the Trustee incurs expenses or renders services after an Event provisions of Default specified in TIA Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors310(b).

Compensation and Reimbursement. The Company agreesand Industries agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel and any Authenticating Agent), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination of this Indenture 501(5) or (6), the expenses and the resignation or removal compensation for such services are intended to constitute expenses of the Trusteeadministration under any bankruptcy law. As security for the performance of the obligations of the Company and Industries under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest interest, if any, on particular Securities. The Company's obligations under this Section 607 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 Indenture and/or the termination of this Indenture. Nothing in Article Fourteen shall apply to the right of the Trustee to receive payment of any amounts due under or pursuant to this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors607.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time time, within 30 days of receiving a written request therefor, 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 reimburse, within 30 days of receiving a written request therefor, 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 indemnify, within 30 days of receiving a written request therefor, each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify the Trustee and its officers, directors and employees for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This Indemnification shall survive any the termination of this Indenture and Agreement or the earlier resignation or removal of the Trustee. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, and the Holders agree that the Trustee shall have a lien prior to the Securities upon Debentures on all money or property and funds held or collected by the Trustee, Trustee except funds assets held in trust for the payment of to pay principal of (and premium, if any) , or interest on particular Securities. The Trustee's right Debentures pursuant to receive payment of any amounts due under this Section 607 shall not be subordinate 4.1(a)(ii)(B), or pursuant to any other liability redemption pursuant to Article 11 hereof if monies have been deposited for such redemption and notice has been given and the Redemption Date has passed. Such lien shall survive the satisfaction and discharge of this Indenture or indebtedness the earlier resignation or removal of the Company (even though the Securities may be so subordinated)Trustee. When the Trustee incurs expenses or renders services after an a Debenture Event of Default specified in Section 501(85.1(e) or (9f) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, any Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorsa successor statute.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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, claims, liability or expense expense, including taxes (including other than taxes based upon, measured by or determined by the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partthe Trustee), arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by the Company, or any Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The , or in connection with enforcing the provisions of this Section 607 shall survive any termination of this Indenture and Section, except to the resignation extent that such loss, damage, claim, liability or removal of the Trusteeexpense is due to its own negligence or bad faith. As security for the performance of the obligations of the Company under this Section 607, 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 Trusteeany predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(6) or (9) occursSection 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may arise from or be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partpart or on the part of its directors, officers, employees and agents, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (includingdefending itself, without limitation, this Section 607) and of defending itself indemnifying its directors, officers, employees and agents, against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its the Trustee's powers or duties hereunder. The provisions Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. 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 Section 607 shall survive any termination of this Indenture and the resignation or removal of the TrusteeIndenture. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(f) or (9) occursg), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under Title 11any applicable Federal or State bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee Agent from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)hereunder; (2b) except as otherwise expressly provided herein, to reimburse the Trustee Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee Agent in accordance with any provision of this Indenture Agreement (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 negligence, willful misconduct or bad faith; and (3c) to indemnify the Trustee Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustits duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Agent shall promptly notify the Company of any third-party claim which may give rise to the indemnity hereunder and give the Company the opportunity to control the defense of such claim with counsel reasonably satisfactory to the indemnified party, and no such claim shall be settled without the written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Section 7.7, “Agent” shall include any predecessor Agent; provided that the negligence, bad faith or willful misconduct of any Agent hereunder shall not affect the rights of any other Agent hereunder. The provisions of this Section 607 7.7 shall survive any the termination of this Indenture and Agreement, the satisfaction or discharge of the Units and/or the Separate Notes and/or the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsAgent.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation in 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)) as mutually agreed to in writing between the Trustee and the Company; (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request in Dollars for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with 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 the Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions , including the costs and expenses of enforcing this Indenture (including this Section 607 shall survive 6.07), the Securities, and of defending themselves against any termination claim of this Indenture and liability in the resignation premises (whether asserted by any Holder, the Company or removal of the Trusteeotherwise). As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest interest, if any, on particular Securities. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 5.01(d) or Section 5.01(e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws. The indemnification provided in this Section 6.07 shall extend to the officers, directors, agents and employees of the Trustee. The Trustee's ’s right to receive payment of any amounts due under this Section 607 6.07 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company (even though under this Section 6.07 shall survive the Securities may be so subordinated)satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. When “Bad faith” for purposes of this Section 6.07 shall not apply to any act or omission of the Trustee incurs expenses or renders services after an Event taken pursuant to any Company Order, Company Request, Officer’s Certificate, Opinion of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. CodeCounsel, or any similar Federal state other notice, request or foreign law direction delivered by the Company to the Trustee pursuant to this Indenture. “Trustee” for the relief purposes of debtorsthis Section 6.07 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, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation agreed to 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 the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee, Trustee as such except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8clause (6) or (97) of Section 501 occurs, the expenses (including the reasonable fees and expenses of its agents and counsel) and the compensation for such the services shall be preferred over the status of the holders in a proceeding under any Bankruptcy Law and are intended extended to constitute expenses of administration under Title 11any Bankruptcy Law. The Company's obligations under this Section 607 and any claim arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, the discharge of the Company's obligations pursuant to Article Eight and any rejection or termination under any similar Federal state or foreign law for the relief of debtorsBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered to the Company 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); (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 and relating to Securities issued by the Company (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 (3iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its the Trustee's part, arising out of or in connection with the acceptance or administration of this trusttrust in connection with the Securities of the Company, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee in connection with the Securities of the Company as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate Without prejudice to any other liability or indebtedness of rights available to the Company (even though the Securities may be so subordinated). When Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(87.01(iv) or (9v) occursas to the Securities of a Series, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration in connection with the Securities of the Company under Title 11any applicable bankruptcy, U.S. Codeinsolvency or other similar law. The obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether at the Stated Maturity or any similar Federal state or foreign law for the relief of debtorsotherwise.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 57 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 and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(7) or Section 501(8), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premiumor premium or Make-Whole Amount, if any) or interest on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: ------------------------------ (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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 the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 reasonable expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or 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, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or bad faith. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company Operating Partnership agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. ; and (4) The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien claim prior to the Securities upon as to all property and funds held by it hereunder for any amounts owing it or collected by the Trusteeany predecessor Trustee pursuant to this Section 607, except to funds held in trust for the payment benefit of principal Holders of (and premium, if any) or interest on particular any Securities. The Trustee's right to receive payment obligations of any amounts due the Operating Partnership under this Section 607 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall not be subordinate constitute additional indebtedness hereunder. Without limiting any rights available to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(5) or (9) occursSection 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under Title 11any applicable Bankruptcy Law. The provisions of this Section 607 and the obligations of the Operating Partnership thereunder, U.S. Codeshall survive payment in full of the Securities, or the satisfaction and discharge of this Indenture and any similar Federal state or foreign law for defeasance of the relief of debtorsSecurities.

Compensation and Reimbursement. The Company agrees: (1) to pay pay, or cause to be paid, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 54 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; and (3) to indemnify the Trustee forpursuant to Sections 8.1 and 8.3 of each Financing Agreement. The Trustee shall be entitled to reimbursement from, and shall have a lien prior to hold it harmless againstthe Certificates upon, the Trust Property for any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against incurred in contesting the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance imposition of any of its powers or duties hereundersuch tax. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 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, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsRegister.

Compensation and Reimbursement. (a) The Company agreesand the Guarantor jointly and severally agree: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it the Trustee hereunder as agreed between the Company, the Guarantor 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); (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 the Trustee’s negligence or bad faith; and (3iii) to indemnify the Trustee (which for the purposes of this Section 6.07(a)(iii) shall include its officers, directors, employees and agents acting on behalf of the Trustee) for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive , except to the extent that any termination of this Indenture and the resignation such loss, liability or removal of the Trustee. expense may be attributable to its negligence or bad faith. (b) As security for the performance of the obligations of the Company and the Guarantor under this Section 607Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (of, and premium, if any) premium or interest on particular or any Additional Amounts with respect to Securities. (c) Any compensation or expense incurred by the Trustee after a default specified by Section 5.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. The “Trustee's right to receive payment ” for purposes of this Section 6.07 shall include any predecessor Trustee but the negligence or bad faith of any amounts due Trustee shall not affect the rights of any other Trustee under this Section 607 6.07. The provisions of this Section 6.07 shall not be subordinate to any other liability survive the resignation or indebtedness removal of the Company Trustee and the satisfaction, discharge or termination of this Indenture including any termination under any bankruptcy law. (even though d) In addition, and without prejudice to the Securities may be so subordinated). When rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8Sections 5.1(f), (g), (h) or and (9i) hereof occurs, the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended intended, to the extent permitted under applicable law, to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsbankruptcy law.

Compensation and Reimbursement. (a) The Company agrees: (1i) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law as is agreed upon in regard to the compensation of a trustee of an express trust)writing; (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, and its counsel, which compensation, expenses, and disbursements shall be set forth in sufficient written detail to the satisfaction of the Company), except any such expense, disbursement or advance as may be attributable to its or their negligence or bad faith; and; (3iii) to indemnify the Trustee Trustee, its officers, directors, and employees for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence negligence, bad faith, 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of Obligations under this Section 607 shall 607(iii) will survive any termination the satisfaction and discharge of this Indenture and pursuant to Section 401 hereof or the earlier resignation or removal of the Trustee. As security for ; and (b) To secure the performance of the Company's payment obligations of the Company under in this Section 607, the Trustee shall have a lien prior to the Securities on all money and property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on particular Securities. (c) The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)are hereby subordinated to such senior claim. When If the Trustee renders services and incurs expenses or renders services after following an Event of Default specified in under Section 501(8501(vi) or (9) occurshereof, the expenses parties hereto and the compensation for Holders by their acceptance of the Securities hereby agree that such services expenses are intended to constitute expenses of administration under Title 11any bankruptcy law. SECTION 608. Disqualification; Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, U.S. Codethe Trustee shall either eliminate such interest or resign, or any similar Federal state or foreign law for to the relief of debtorsextent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Compensation and Reimbursement. The Company agreesagrees to: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 6.7 shall survive any termination of this Indenture and the resignation or removal of the TrusteeTrustee and the termination of this Agreement. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtors50 54 successor statute.

Compensation and Reimbursement. The Company TheCompany agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify the Trustee and its directors, officers, employees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without NYDOCS01/566567 3 negligence or bad faith on its partthe part of any of them, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself or themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The provisions obligations of the Company under this Section 607 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 any termination the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8) or (9) occurs), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under Title 11any applicable federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state law. The provisions of this Section 607 shall survive the termination of this Indenture or foreign law for the relief earlier resignation or removal of debtorsthe Trustee.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (5) or (96) occursof Section 501 of this Indenture, the such expenses and the reasonable compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code"Insolvency" or Liquidation Proceeding" means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation, including, if applicable, additional compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation event of a trustee default or Event of an express trust)Default, for its services as shall be agreed from time to time between the Company and the Trustee; (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances properly incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and (3c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability liability, claim, damage or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Notes as to all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 9.7, except with respect to funds held in trust for the benefit of the Holders of particular Notes. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 8.1(c) or Section 9.7, 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, insolvency or other similar law. The provisions of this Section 607 shall survive any the termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee and shall have a lien prior to the Securities upon all property apply with equal force and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate effect to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsAgent.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence or bad faith. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right Without limiting any rights available to receive payment of any amounts due the Trustee under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(4) or (9) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for applicable Bankruptcy Law. The provisions of this Section shall survive the relief satisfaction and discharge of debtorsthis Indenture and the defeasance of the Securities.

Compensation and Reimbursement. The Company agreesand the Guarantor agree: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company, the Guarantor 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 the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This indemnification shall survive any the termination of this Indenture and the resignation or removal of the Trustee. As security for To secure the performance of Company's and the Guarantor's payment obligations of in this Section, the Company under this Section 607Company, the Guarantor 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. 6.7.1 The Company agrees (1) and the Guarantor agree to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the parties for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (2) 6.7.2 The Company and the Guarantor agree, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and itemized expenses, disbursements and advances incurred or made by the Trustee in accordance with 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; andwillful misconduct. (3) 6.7.3 The Guarantor agrees to fully indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any lossand all losses, liability liabilities, damages, claims or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any the Company, a Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 5.1.5 or Section 5.1.6, the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the TrusteeState bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company and the Guarantor under this Section 607Section, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular such Securities. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the satisfaction and discharge of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it and them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its or 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, without limitation, this Section 607) and of defending itself or themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The provisions obligations of the Company under this Section 607 shall survive any termination not be subordinated to the payment of this Indenture and the resignation or removal of the TrusteeSenior Debt pursuant to Article Fifteen. As security for the performance of the obligations of the Company under this Section 607those obligations, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of the principal of (and premium, if any) or interest on particular Securities. The Trustee's right Without limiting any rights available to receive payment of any amounts due the Trustee under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.1(d) or (9) occursSection 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services of the Trustee are intended to constitute expenses of administration under Title 11, U.S. Code, any applicable Bankruptcy Law. The provisions of this Section 6.7 shall survive the resignation or any similar Federal state removal of the Trustee and the termination or foreign law for satisfaction and discharge of this Indenture and the relief Legal Defeasance of debtorsthe Securities.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. SECTION 608. Disqualification; Conflicting Interests. The Trustee's right to receive payment Trustee shall comply with the terms of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness 310 (b) of the TIA. There shall be excluded from the terms of Section 310(b) of the TIA the following Indentures and all series of debt securities issued thereunder: (1) the Indenture dated as of August 1, 1995 between the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended Trustee, formally known as Chemical Bank; (2) the Indenture dated as of September 1, 1992 between the Company and the Trustee, formally known as Chemical Bank; and (3) the Indenture of Trust dated as of August 1, 1987 between the Company and the Trustee, as successor to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsManufacturers Hanover Trust Company.

Compensation and Reimbursement. The Company agrees (1) covenants and agrees to pay to the Trustee from time to time reasonable time, and the Trustee shall be entitled to, such compensation as 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) , and, except as otherwise expressly provided hereinprovided, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents agents, attorneys and counsel), counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . If any property other than cash shall at any time be subject to a lien in favor of the Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this trusttrust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or enforcement of this Indenture (including this Section 6.07). The provisions obligations of the Company under this Section 607 shall constitute additional indebtedness hereunder and shall survive any termination the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee Such additional indebtedness shall have be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of (and premium, if any) or interest payments due on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 6.07 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Company. When the Trustee incurs expenses or renders services after in connection with the occurrence of an Event of Default specified in Section 501(8under Sections 5.0 1(4) or (9) occurs5), the expenses (including the reasonable fees, charges and the compensation for such services expenses of its counsel) are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for applicable bankruptcy law; provided that this shall not affect the relief of debtorsTrustee's rights as set forth herein.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable such compensation for all services rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counselcounsel properly incurred), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3iii) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense including taxes (including other than taxes based upon, measured by or determined by the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe Trustee) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (includingexpenses, without limitationproperly incurred, this Section 607) and of defending itself against any claim (whether asserted assessed by the Company, by any Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 6076.07 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, except funds that held in trust for the payment of to pay principal of (and premium, if any) or interest on particular the Securities. The Trustee's right to receive payment of any amounts due under this Section 607 Such lien shall not be subordinate to any other liability survive the resignation or indebtedness removal of the Company (even though Trustee and the Securities may be so subordinated)satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after a Default or an Event of Default specified in Section 501(85.01(e) or (9and 5.01(f) hereof occurs, the expenses and the compensation for such the services (including, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11, U.S. Code, Title 11 or any other similar Federal foreign, federal or state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees (1) : to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (21) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with 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 (32) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partpart (as determined by a court of competent jurisdiction in a final, nonappealable judgment), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(5) or (9) occurs6), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, or any similar Federal state or foreign law for the relief discharge of debtorsthe Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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, without limitation, this Section 607) and of defending itself themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its their powers or duties hereunder. The provisions of ; PROVIDED, THAT (i) with respect to any such claim, the Trustee shall have given the Company written notice thereof promptly after the Trustee shall have knowledge thereof, but failure by the Trustee to give such notice shall not affect the Trustee's right or the Company's obligation to indemni~ hereunder; (ii) while maintaining absolute control over its own defense, the Trustee shall cooperate and consult with the Company in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 607 607(3), the Company shall survive not be liable for settlement of any termination of this Indenture and such claim by the resignation or removal Trustee entered into without the prior consent of the TrusteeCompany, which consent shall not be unreasonably withheld. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8paragraph (5) or (96) occursof Section 501 of this Indenture, the such expenses and the compensation for such services are intended to constitute expenses of administration under Title 11any Insolvency or Liquidation Proceeding. For the purposes of this paragraph, U.S. Code“Insolvency” or Liquidation Proceeding” means, with respect to any Person, (a) an insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar Federal state case or foreign law proceeding in connection therewith, relative to such Person or its creditors, as such, or its assets, or (b) any liquidation, dissolution or other winding-up proceeding of such Person, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the relief benefit of debtorscreditors or any other marshaling of assets and liabilities of such Person.

Compensation and Reimbursement. The Each of the Company and the Parent Guarantor agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder hereunder, including, if applicable, additional compensation in the event of a default or Event of Default (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 properly incurred or made by the Trustee in accordance with any provision of this Indenture or arising out of, or in connection with, the acceptance or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its willful misconduct, gross negligence or bad faith; and (3) to jointly and severally indemnify the Trustee (which shall be deemed for the purposes of this Section 607(3) to include its officers, directors, employees, representatives and agents) for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 (including the compensation and tax expenses and disbursements of enforcing this Indenture against the Company (including, without limitation, this Section 607its agents and counsel) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall have a lien prior to the Securities as to all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel, agents and advisers) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The provisions of this Section 607 shall survive any the termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Trustee and shall apply with equal force and effect to any agent under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsIndenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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, claims, liability or expense including taxes (including other than taxes based upon the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by the Company, or any Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 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 Trusteeany predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(4) or (9) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or State bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);; 86 75 (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 the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and of, premium, if any) , or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate Without prejudice to any other liability or indebtedness of rights available to the Company (even though the Securities may be so subordinated). When Trustee under applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(87.01(iv) or (9) occursv), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable bankruptcy, U.S. Codeinsolvency or other similar law. The obligations of the Company set forth in this Section 8.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article Eleven of this Indenture and the termination of this Indenture and the repayment of the Securities whether at the Stated Maturity or any similar Federal state or foreign law for the relief of debtorsotherwise.

Compensation and Reimbursement. (a) The Company agrees (1) covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time reasonable compensation for all services rendered by it hereunder to time agree (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 hereinfor all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, to and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (3) . The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability liability, damage, claim or expense expense, including taxes (including other than taxes based on the reasonable compensation, expenses and disbursements income of its agents, accountants, experts and counselthe Trustee) incurred without negligence or bad faith on its part, the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or of liability in connection with the exercise or performance of any of its powers or duties hereunder. premises. (b) The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities Debentures upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness benefit of the Company (even though the Securities may be so subordinated)holders of particular Debentures. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(86.01(a)(4) or (9) occursSection 6.01(a)(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or State bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees agrees (1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which 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 faithwillful misconduct; and and (3) to indemnify the Trustee Trustee, its directors, officers, agents and employees for, and to hold it them harmless against, any and all loss, damage, claim, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any the Company, a Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon as to all property and funds held or collected by the Trusteeit 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 (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(i) or (9) occursSection 5.01(j), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable federal or state bankruptcy, U.S. Codeinsolvency or other similar law. Notwithstanding any provisions of this Indenture, the provisions of this Section shall survive the resignation or removal of the Trustee and any similar Federal state or foreign law for the relief satisfaction and discharge of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1a) to pay to the Trustee from time to time the Trustee Fee, in accordance with Section 13.1 hereof, as reasonable compensation for all services rendered by it hereunder (which compensation Trustee's Fee 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 the Trustee's agents and counsel)) or the Servicing Agreement, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify the Trustee Trustee, its officers, directors, employees, custodians, nominees and agents for, and to hold it them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its their part, arising out of or in connection with the acceptance or administration of this trusttrust and performance hereunder and under the Servicing Agreement in accordance with the terms hereof, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability xxxxxxxxx in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive hereunder and including any termination of this Indenture and the resignation loss, liability or removal of the Trusteeexpense incurred by it as Back-up Servicer without negligence or bad faith. As security for the performance of the obligations of the Company under this Section 607Indenture, the Trustee shall have a lien and right to payment, prior to the Securities lien of the Noteholders and all other Persons, upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular SecuritiesTrust Estate. The Trustee's right Trustee shall not institute any proceeding solely to receive payment enforce its lien which would involve the Sale or other disposition of any amounts due under this Section 607 the Trust Estate until at least 91 days have elapsed since the date on which all of the Notes have been paid or discharged. The Trustee shall not be subordinate entitled to any other liability or indebtedness reimbursement of the Company (even though expenses described in Section 7.7(b) above pursuant to Section 13.1(a) hereof, unless, at least 30 days prior to the Securities may be so subordinated). When related Distribution Date, the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, has submitted to the expenses Servicer a written request for such reimbursement and the compensation for Servicer has failed to comply with such services are intended request on or prior to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorssuch Distribution Date.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and ; (4) to secure the resignation or removal of the Trustee. As security for the performance of the Company's obligations of the Company under this Section 607Section, 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 Trustee, except funds for such money and property which is held in trust for the payment of to pay principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company ; (even though the Securities may be so subordinated). When 5) when the Trustee incurs any expenses or renders any services after the occurrence of an Event of Default specified in specified (6) the provisions of this Section 501(8) or (9) occurs, 6.7 shall survive the expenses and the compensation for such services are intended to constitute expenses termination of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company Partnership agrees: (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it and them harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or negligence, bad faith or willful misconduct on its or 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, without limitation, this Section 607) and of defending itself or themselves against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its or their powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Partnership under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of the principal of (and premium, if any) or interest on particular Securities. The Trustee's right Without limiting any rights available to receive payment of any amounts due the Trustee under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When applicable law, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.1(e) or (9) occursSection 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services of the Trustee are intended to constitute expenses of administration under Title 11, U.S. Code, any applicable Bankruptcy Law. The provisions of this Section 6.7 shall survive the resignation or any similar Federal state removal of the Trustee and the termination or foreign law for satisfaction and discharge of this Indenture and the relief Legal Defeasance of debtorsthe Securities.

Compensation and Reimbursement. The Company agrees (1a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3c) to indemnify the Trustee and its officers, directors and employees for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This Indemnification shall survive any the termination of this Indenture and Agreement or the earlier resignation or removal of the Trustee. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, and the Holders agree that the Trustee shall have a lien prior to the Securities upon Debentures on all money or property and funds held or collected by the Trustee, Trustee except funds assets held in trust for the payment of to pay principal of (and premium, if any) , or interest on particular Securities. The Trustee's right Debentures pursuant to receive payment of any amounts due under this Section 607 shall not be subordinate 4.1(a)(ii)(B), or pursuant to any other liability redemption pursuant to Article 11 hereof if monies have been deposited for such redemption and notice has been given and the Redemption Date has passed. Such lien shall survive the satisfaction and discharge of this Indenture or indebtedness the earlier resignation or removal of the Company (even though the Securities may be so subordinated)Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(e) or (9f) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, any Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorsa successor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable such compensation as agreed in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its negligence own negligence, willful misconduct or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage claim or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(5) or (9) occurs6), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, or any similar Federal state or foreign law for the relief discharge of debtors.the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture. 30

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, damages, claims, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partpart (as determined by a court of competent jurisdiction in a final, nonappealable judgment), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by the Company, any Holder or the Companyany other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The , or in connection with enforcing the provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the TrusteeSection. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(5) or (9) occurs6), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, or any similar Federal state or foreign law for the relief discharge of debtorsthe Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify the Trustee or any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder; and (4) whenever the Trustee incurs expenses or renders services in connection with an Event of Default specified in clauses (5) and (6) of Section 501, the expenses (including the fees and expenses of its counsel) and the compensation for services are intended to constitute expenses of administration under any bankruptcy law. The provisions obligations of the Company under this Section 607 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 any termination the satisfaction and discharge of this Indenture and the removal or resignation or removal of the Trustee. As security for the performance of the such obligations of the Company under this Section 607Company, the Trustee shall have a lien claim prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities of every series upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular series of Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8501(9) or (910) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtors.

Compensation and Reimbursement. The Company agreesIssuer and the Guarantors agree, jointly and severally, (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (includingexpenses, without limitationincluding reasonable attorneys' fees, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer and the Guarantors under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment benefit of principal the Holders of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(8clause (5) or (96) occursof Section 6.01, the expenses and the compensation for such the services are will be intended to constitute expenses of administration under Title 11, U.S. Code, Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or any similar Federal state or foreign law for removal of the relief Trustee and the termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agreesagrees to: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its the Trustee's negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 6.7 shall survive any termination of this Indenture and the resignation or removal of the TrusteeTrustee and the termination of this Agreement. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, the Bankruptcy Reform Act of 1978 or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder; and (4) the Trustee shall have a claim prior to the Securities as to all property and funds held by it hereunder for any amounts owing it or any predecessor Trustee pursuant to this Section 607, except to funds held in trust for the benefit of Holders of any Securities. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, 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 TrusteeTrustee under applicable law, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(4) or (9) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under Title 11any applicable Bankruptcy Law. The provisions of this Section 607 and the obligations of the Company thereunder, U.S. Codeshall survive payment in full of the Securities, or the satisfaction and discharge of this Indenture and any similar Federal state or foreign law for defeasance of the relief of debtors.Securities. Section 608

Compensation and Reimbursement. The Company Issuer agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company Issuer under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular SecuritiesSecurities or any Coupons. The Trustee's right to receive payment provisions of this Section shall survive the resignation or removal of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness Trustee, the discharge of the Company (even though Issuer's obligations pursuant to Article Four hereof, and the Securities may be so subordinated)termination of this Indenture. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(6) or (9) occurs7), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsBankruptcy Law.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and; (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of ; and (4) the Trustee shall have a claim prior to the Securities as to all property and funds held by it hereunder for any amounts owing it or any predecessor Trustee pursuant to this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security 607, except to funds held in trust for the performance benefit of the Holders of any Securities. 50 The obligations of the Company under this Section 607, 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 TrusteeTrustee under applicable law, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8501(4) or (9) occursSection 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under Title 11any applicable Bankruptcy Law. The provisions of this Section 607 and the obligations of the Company thereunder, U.S. Codeshall survive payment in full of the Securities, the satisfaction and discharge of this Indenture and any defeasance of the Securities. Section 608. Disqualification; Conflicting Interests If the Trustee has or any similar Federal state shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or foreign law for resign, to the relief of debtorsextent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Compensation and Reimbursement. The Company Company, as borrower, agrees: (1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense (including the reasonable compensation, compensation and the expenses and disbursements of its agents, accountants, experts 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 This indemnification shall survive any the termination of this Indenture Agreement and the resignation or removal of the TrusteeTrustee hereunder. As security for To secure the performance of the Company's payment obligations of in this Section, the Company under this Section 607, 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, except funds held in trust for . Such lien shall survive the payment satisfaction and discharge of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated)Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(85.1(4) or (95) occurs, the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11the Bankruptcy Code of 1978, U.S. Codeas amended, or any similar Federal state or foreign law for the relief of debtorssuccessor statute.

Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(8) or (9) occursSection 501(9), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services are intended to constitute expenses of administration under Title 11any applicable Federal or state bankruptcy, U.S. Code, insolvency or any other similar Federal state or foreign law for law. The provisions of this Section shall survive the relief termination of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse 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 [any act for which the Trustee shall have been adjudged negligent or to have acted in bad faith]; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensationincurred, expenses and disbursements of its agents, accountants, experts and counsel) incurred [except for gross negligence or actions taken in bad faith] 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 enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending 44 52 itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions When the Trustee incurs expenses or renders services in connection with an Event of this Default specified in Section 607 shall survive any termination 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of this Indenture its counsel) and the resignation compensation for the services are intended to constitute expenses of administration under any applicable Federal or removal of the Trusteestate bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section 607Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and or premium, if any) or interest on particular SecuritiesSecurities or any coupons. The Trustee's right to receive payment provisions of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness survive the termination of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after an Event of Default specified in Section 501(8) or (9) occurs, the expenses and the compensation for such services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal state or foreign law for the relief of debtorsthis Indenture.

Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined to have been caused by its own negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation, expenses and disbursements of its agents, accountants, experts and counsel) incurred without negligence or bad faith on its partpart (as determined by a court of competent jurisdiction in a final, nonappealable judgment), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company (including, without limitation, this Section 607) and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 607 shall survive any termination of this Indenture and the resignation or removal of the Trustee. As security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the TrusteeTrustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 607 shall not be subordinate to any other liability or indebtedness of the Company (even though the Securities may be so subordinated). When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 501(85.01(5) or (9) occurs6), the expenses and the compensation for such the services are intended to constitute expenses of administration under Title 11any bankruptcy law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, U.S. Code, or any similar Federal state or foreign law for the relief discharge of debtorsthe Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.