Common use of Compensation and Indemnification of Trustee and Its Prior Claim Clause in Contracts

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer and the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer and the Guarantor covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer and the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer and the Guarantor covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Each of the Issuer and the Guarantor covenant each Guarantor, jointly and agree severally, covenants and agrees to pay (without duplication) to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and each of the Issuer and the each Guarantor covenant covenants and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all agents and other persons Persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith negligence or willful misconduct. The Issuer and the each Guarantor, jointly and severally, each also covenant covenants to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine damage or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expense reasonably incurred without negligence, bad faith negligence or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer and the Guarantor Guarantors under this Section 6.6 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinIndenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or CouponsSecurities, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by may arise from its own negligence, bad faith negligence or willful misconduct. The Issuer also covenants to indemnify, defend and the Guarantor, jointly and severally, also covenant to indemnify hold the Trustee, each predecessor Trustee and their respective directors, officers, employees, employees and agents (collectively, the “indemnitees”"Indemnified Persons") for, harmless from and to hold the indemnitees harmless against, any and all against every loss, liability, claim, damage, penalty, fine liability or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, reasonable incidental expenses and reasonable legal fees and expenses, the allocated costs and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder in-house counsel and the indemnitees’ duties hereunder, including legal staff and the costs and expenses of defending themselves or preparing to defend against or investigating any claimclaim (collectively, whether asserted by the Issuer"Losses"), the Guarantor or any Holder or any other Personthat may be imposed on, incurred by, or liability asserted against, any Indemnified Person for or in connection with the exercise or performance respect of the indemnitees’ duties Trustee's (a) execution and delivery of this Indenture, (b) compliance or obligations hereunderattempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (c) performance under this Indenture, except in the case of such performance only and with respect to any Indemnified Person to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinfor any reason. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Securities or CouponsSecurities, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 5.1(54.1(f) or Section 5.1(6)(g) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar bankruptcy law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer and the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer and the Guarantor covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee from time to time shall agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) ), and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by may arise from its own negligence, bad faith negligence or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify each of the Trustee, each Trustee or any predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees them harmless against, any and all loss, liability, claim, damage, penaltyclaims, fine liability or expense, including taxes (other than taxes based on upon, measured by or determined by the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part), arising out of or in connection with the acceptance or administration of this Indenture the trust or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claim, claim (whether asserted by the Issuer, the Guarantor or any Holder or any other Person, ) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the indemnitees’ duties provisions of this Section, except to the extent that such loss, damage, claim, liability or obligations hereunderexpense is determined to have been caused by its own negligence or willful misconduct. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(d) or Section 5.1(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees Trustee and each predecessor trustee and to pay or reimburse the indemnitees Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or CouponsSecurities, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “"indemnitees”") for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ ' part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ ' duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ ' duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company and the Guarantor Guarantors, jointly and severally, covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company and the Guarantor Guarantors, jointly and severally, covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall may be determined to have been caused by its own negligence, bad faith negligence or willful misconduct. The Issuer Company and the GuarantorGuarantors, jointly and severally, also covenant and agree to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all claim, loss, liability, claimtax, damage, penalty, fine assessment or expense, including taxes other governmental charge (other than taxes based on the income of applicable to the Trustee’s compensation hereunder) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses or expense incurred without negligence, bad faith negligence or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including enforcement of this Section 6.07 and also including any liability which the Trustee may incur as a result of failure to withhold, pay or report any tax, assessment or other governmental charge, and the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, claim or liability in connection with the exercise or performance of the indemnitees’ any of its powers or duties or obligations hereunder. The obligations of the Issuer Company and the Guarantor Guarantors, jointly and severally, under this Section 6.6 6.07 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any each predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular SecuritiesTrustee. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 6.07 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company and the Guarantor Guarantors, jointly and severally, covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company and the Guarantor Guarantors, jointly and severally, covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall may be determined to have been caused by its own negligence, bad faith negligence or willful misconduct. The Issuer Company and the GuarantorGuarantors, jointly and severally, also covenant and agree to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all claim, loss, liability, claimtax, damage, penalty, fine assessment or expense, including taxes other governmental charge (other than taxes based on the income of applicable to the Trustee’s compensation hereunder) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses or expense incurred without negligence, bad faith negligence or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including enforcement of this Section 6.07 and also including the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, claim or liability in connection with the exercise or of performance of the indemnitees’ duties or obligations any of its powers hereunder. The obligations of the Issuer Company and the Guarantor Guarantors, jointly and severally, under this Section 6.6 6.07 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claimeach predecessor Trustee. The Trustee shall have a lien prior to the Securities as to all the property and funds held by it hereunder for any amount owing to it or any predecessor Trustee pursuant to this Section 6.66.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6)Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 6.07 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor Issuer or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 section shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Each Issuer, jointly and the Guarantor covenant severally, covenants and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) to be agreed to in writing by the Trustee and the Issuer Issuers, and the Guarantor covenant each Issuer, jointly and agree severally, covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including (i) the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employemploy and (ii) interest at the prime rate on any disbursements and advances made by the Trustee and not paid by the Issuers within 5 days after receipt of an invoice for such disbursement or advance) except any such expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence, negligence or bad faith or willful misconductfaith. The Issuer and the GuarantorEach Issuer, jointly and severally, also covenant covenants to fully indemnify each of the Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) or any such Authenticating Agent for, and to hold the indemnitees it harmless against, any and all loss, liability, claim, damage, penalty, fine damage or expense, expense (including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses expenses) incurred without negligence, negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or claim of liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunderpremises. The obligations of the Issuer and the Guarantor Issuers under this Section 6.6 7.06 to compensate and indemnify the indemnitees Trustee, each predecessor Trustee, any Authenticating Agent and any officer, director, employee or agent of the Trustee, each such predecessor Trustee or any such Authenticating Agent and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinIndenture. Such additional indebtedness shall be a senior claim to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or CouponsNotes, and the Securities Notes are hereby effectively subordinated to such senior claim. The Trustee shall have a lien prior claim to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar lawsuch extent. The provisions of this Section 6.6 7.06 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, Indenture and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer Company covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as the parties shall be agreed agree in writing between the Issuer, the Guarantor and the Trustee from time to time for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer Company covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer Company also covenants and the Guarantor, jointly and severally, also covenant agrees to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees it harmless against, any and all claim, loss, liability, claim, damage, penaltytax, fine assessment or expense, including taxes other governmental charge (other than taxes based on the income of applicable to the Trustee’s compensation hereunder) (including the reasonable compensation and reasonable out-of-pocket expenses, reasonable incidental expenses disbursements of its agents and reasonable legal fees and expenses counsel) or expense incurred without negligence, bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including enforcement of this Section 8.07 and the costs and expenses of defending themselves itself against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, claim or liability in connection with the exercise or performance of the indemnitees’ any of its powers or duties or obligations hereunder. The obligations of the Issuer and the Guarantor Company under this Section 6.6 8.07 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for reasonable expenses, disbursements and advances shall constitute an additional indebtedness obligation hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 hereinand each predecessor Trustee. Such additional indebtedness shall be a senior claim Without limiting any rights available 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 benefit of the Holders of particular Securities or Couponsunder applicable law, and the Securities are hereby subordinated in addition to such senior claim. The Trustee shall have a lien prior and without prejudice to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6its rights hereunder, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(57.01(8) or Section 5.1(6(9), the expenses (expended, including the reasonable charges and expenses of its counsel) counsel and the compensation for the services payable pursuant to Section 8.07, are intended to constitute expenses of administration under any applicable Federal or state bankruptcyBankruptcy Law, insolvency or other similar lawlaws. The provisions of To secure the Company’s payment obligations in this Section 6.6 8.07, the Trustee shall survive have a prior claim to Holders of Securities on all money or property held or collected by the satisfaction and discharge Trustee other than money or property held in trust for the benefit of the Indenture and the Holders of particular Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer and the Guarantor covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer and the Guarantor covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence, bad faith or willful misconduct. The Issuer and the Guarantor, jointly and severally, also covenant to indemnify the Trustee, each predecessor Trustee and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs and expenses of defending themselves against or investigating any claim, whether asserted by the Issuer, the Guarantor or any Holder or any other Person, or liability in connection with the exercise or performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees and to pay or reimburse the indemnitees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 section shall survive the satisfaction and discharge of this Indenture, the Indenture and resignation or removal of the Securities, Trustee or the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer and the Guarantor covenant and agree Company agrees: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, such reasonable compensation as shall be agreed in writing between the Issuer, the Guarantor and the Trustee from time to time for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and the Issuer and the Guarantor covenant and agree to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation compensation, fees, and the expenses and disbursements of its counsel and of all agents counsel, accountants and other persons professionals not regularly in its employ) ), except any such expense, disbursement or advance as shall be determined to have been caused by may arise from its own negligence, gross negligence or bad faith or willful misconduct. The Issuer faith; and the Guarantor, jointly and severally, also covenant (c) to indemnify the Trustee, each predecessor Trustee and their respective any of its officers, directors, officers, employees, employees and agents (the “indemnitees”) for, for and to hold the indemnitees it harmless against, against any and all loss, liability, claim, damage, penalty, fine liability or expense, expense (including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal attorneys’ fees and expenses incurred in defending themselves) incurred without negligence, gross negligence or bad faith or willful misconduct on the indemnitees’ its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ its duties hereunder, including enforcement of this Section 6.07. The Trustee, Paying Agent and Registrar shall notify the costs Company of any claim for which they may seek indemnity promptly upon obtaining knowledge thereof; provided, however, that any failure to so notify the Company shall not relieve the Company of its indemnity obligations hereunder except to the extent the Company shall have been adversely affected thereby. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company shall pay the reasonable fees and expenses of defending themselves against or investigating any claimsuch counsel; provided, whether asserted by however, that the IssuerCompany shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Guarantor or any Holder or any other Person, or liability Company and such parties in connection with the exercise such defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or performance of the indemnitees’ duties indemnify against any loss, liability or obligations hereunderexpense incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith. The obligations of the Issuer and the Guarantor Company under this Section 6.6 to compensate and indemnify the indemnitees Trustee and to pay or reimburse the indemnitees Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture. To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held to pay principal and interest on particular Notes (and any Additional Amounts thereon). Such Lien shall survive the satisfaction and discharge of this Indenture. 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 and or the resignation rejection or removal termination of the Trustee in accordance with Section 6.10 hereinthis Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or CouponsNotes, and the Securities Notes are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When If the Trustee renders services and incurs expenses or renders services in connection with following an Event of Default specified in under Section 5.1(55.01(viii), Section 5.01(ix) or Section 5.1(6)5.01(x) hereof, the expenses (including the reasonable charges and expenses of its counsel) parties hereto and the compensation for Holders by their acceptance of the services Notes hereby agree that such expenses are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar bankruptcy law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence, negligence or bad faith or willful misconductin a final, non-appealable order. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directorsagents, officers, employees, directors and agents (the “indemnitees”) employees for, and to hold the indemnitees each of them harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, expense arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ performance of its duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claimclaim of liability in the premises, whether asserted except to the extent such loss, liability or expense shall be determined by a court of competent jurisdiction to have been caused by the Issuer, the Guarantor negligence or any Holder or any other Person, or liability in connection with the exercise or performance bad faith of the indemnitees’ duties Trustee or obligations hereundersuch predecessor Trustee or their respective agents, officers, directors and employees in a final, non-appealable order. The obligations of the Issuer and the Guarantor under this Section 6.6 section to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and to pay or reimburse the indemnitees Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge payment in full of this Indenture and the Securities issued hereunder, the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee, or the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Securities or CouponsSecurities, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(54.01(d) or Section 5.1(64.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.

Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and the Guarantor covenant and agree agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed in writing between the Issuer, the Guarantor Issuer and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and the Guarantor covenant and agree agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the fees, expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except to the extent any such expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence, negligence or bad faith or willful misconductin a final, non-appealable order. The Issuer and the Guarantor, jointly and severally, also covenant covenants to indemnify the Trustee, Trustee and each predecessor Trustee and their respective directorsagents, officers, employees, directors and agents (the “indemnitees”) employees for, and to hold the indemnitees each of them harmless against, any and all loss, liability, claim, damage, penalty, fine liability or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable out-of-pocket expenses, reasonable incidental expenses and reasonable legal fees and expenses incurred without negligence, bad faith or willful misconduct on the indemnitees’ part, expense arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and the indemnitees’ performance of its duties hereunder, including the costs and expenses of defending themselves itself against or investigating any claimclaim of liability in the premises, whether asserted except to the extent such loss, liability or expense shall be determined by a court of competent jurisdiction to have been caused by the Issuer, the Guarantor negligence or any Holder or any other Person, or liability in connection with the exercise or performance bad faith of the indemnitees’ duties Trustee or obligations hereundersuch predecessor Trustee or their respective agents, officers, directors and employees in a final, non-appealable order. The obligations of the Issuer and the Guarantor under this Section 6.6 to compensate and indemnify the indemnitees Trustee and each predecessor Trustee and their agents, officers, directors and employees and to pay or reimburse the indemnitees Trustee and each predecessor Trustee and their agents, officers, directors and employees for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge payment in full of this Indenture and the Securities issued hereunder, the resignation or removal of the Trustee in accordance with Section 6.10 hereinTrustee, or the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders holders of particular Securities or CouponsSecurities, and the Securities are hereby subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(54.01(d) or Section 5.1(64.01(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal federal or state bankruptcy, insolvency or other similar law. The provisions of this Section 6.6 shall survive the satisfaction and discharge of the Indenture and the Securities, the termination for any reason of this Indenture, and the resignation or removal of the Trustee.