Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee shall from time to time agree in writing for the Trustee, including for any Agent capacity in which it acts’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such expenses as shall have been caused by the Trustee’s own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and out-of-pocket expenses of the Trustee’s agents agents, counsel and counselaccountants. The Company shall indemnify the Trustee against any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received notice or of which a Responsible Officer has otherwise become aware for which it the Trustee or any Trustee Party (as defined below) may seek indemnity. Failure by the Trustee 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 and shall cause all Trustee Parties to cooperate in the defense. The Trustee and all Trustee Parties may have one firm of separate counsel selected by the Trustee in connection with the defense of such claim and the Company shall pay the reasonable fees and out-of-pocket expenses of such counsel; provided, however, that the Company will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Company, on the one hand, and the Trustee and any Trustee Parties subject to the claim, on the other hand, in connection with such defense as reasonably determined by the Trustee. The Company need not reimburse any expense or indemnify against any loss, damage, claim, liability or expense caused by or resulting from the willful misconduct or negligence of the Trustee or a Trustee Party. The Company need not pay for any settlement made by the Trustee or any Trustee Party without its the Company’s written consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents and discharge of this Indenture and the resignation or removal of the Trusteesuccessors (collectively, “Trustee Parties”). To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee pursuant to this Indenture, except that other than money or property held in trust to pay principal and of, or premium, if any, or interest on particular Noteson, or other amounts payable to Holders under, the Notes or the Guarantees. Such Lien The Company’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction resignation or removal of the Trustee and the discharge or termination of this Indenture. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (5) of the first paragraph of Section 7.01(9) or (10) hereof occurs6.01 with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableapplicable Insolvency Law.

Compensation and Indemnity. The Company shall Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsagree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilitiesclaims, damages, claims liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of of, or in connection with with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company Company, Holdings and the Guarantors (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company Company, Holdings and the Guarantors or any Holder or any other Personperson) 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 shall be attributable determined to have been caused by its gross negligence, own negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company Company, Holdings and the Guarantors need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. The obligations of the Company Company, Holdings and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s ’s, Holdings’ and the Guarantors’ payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. When In addition, and without prejudice to the 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 7.01(96.01(f) or (10g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. “Trustee” for purposes of this Section 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the ---------------------------- Trustee such compensation for its services as the Company and the Trustee shall from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed agree in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s 's compensation hereunder shall not be limited by any law on compensation of a relating to the trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for connection with its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselduties hereunder. The Company shall indemnify each of the Trustee and any predecessor Trustee against any and all losses, liabilities, damages, claims loss or expenses liability incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or of 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 its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations arising hereunder. The Company shall defend the any claim and against the Trustee shall cooperate in of which the defenseCompany has notice. The Trustee may have separate counsel counsel, and if it does, the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheldexpenses or indemnify against any loss or liability incurred by the Trustee through the Trustee's negligence or bad faith. The obligations of the Company under this Section 8.07 7.07 to indemnify and compensate the Trustee to pay or reimburse the Trustee for such expenses, disbursements, and advances shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trusteeconstitute Indebtedness. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Debentures on all money or property held or collected by the Trustee, except that held in trust to pay principal and of or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureDebentures. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(96.01(4) or (10) hereof occurs5), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee obligations of the Company under this Section 7.07 shall comply with survive the provisions satisfaction and discharge of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsTrustee have separately agreed. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Personperson) 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 its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on particular NotesSecurities. Such Lien lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(e) or (10f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by between the Company and the Trustee for the Trustee, including for any Agent capacity in which it acts’s services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsfees and expenses, advances and including out-of-pocket expenses incurred or made by it in addition to connection with the compensation for performance of its servicesduties under this Indenture or in connection with the collection of any funds. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee against and its agents, employees, stockholders and directors and officers for, and hold them harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses expense incurred by it, them (including in any Agent capacity in which it acts, attorney’s fees and expenses) arising out of or in connection with the acceptance or administration of its duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except for such actions to the extent caused by any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct or bad faithon their part. The Trustee shall notify the Company promptly promptly, in writing, of any claim asserted against the Trustee for which it may seek indemnity. Failure by At the Trustee to so notify Trustee’s sole discretion, the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate and may participate in the defense. The Trustee may have separate counsel and ; provided that any settlement of a claim shall be approved in writing by the Company shall pay the reasonable fees and expenses of such counselTrustee. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability to the Company under this Section 8.07 shall survive extent incurred by the satisfaction and discharge of this Indenture and the resignation Trustee through its negligence, bad faith or removal of the Trusteewillful misconduct. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except that assets or money held in trust to pay principal and of, premium or interest on particular Notes. Such Lien shall survive In addition and without prejudice to the satisfaction and discharge rights provided to the Trustee under any provision of this Indenture. When , when the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(g) or (10h) hereof occurs, the such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The obligation of the Company under this Section 7.07 shall survive the resignation or removal of the Trustee shall comply with and the provisions termination or satisfaction and discharge of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall agree in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties and the administration of the trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithas set forth below. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and Indenture. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the resignation Trustee through its own negligence or removal of the Trusteebad faith. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(vii) or (10viii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder and under the Notes as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Company shall indemnify the Trustee Trustee, its directors, officers, employees and agents against any and all lossesloss, liabilitiesliability, damages, claims or expenses expense, including taxes (other than taxes based upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by itit without willful misconduct or gross negligence, including in any Agent capacity in which it actsas determined by a final nonappealable order of a court of competent jurisdiction, arising out of or on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under this Indenturethe Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee 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 provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The ; provided that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in connection with such defense. To secure the Company’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. When The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and any resignation or removal of the Trustee under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(9clause (7) or clause (10) hereof occurs8) of Section 6.1(a), the fees and expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall from time to time be agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including reasonable attorneys’ fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expenses or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without its the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents, successors and discharge of this Indenture and the resignation or removal of the Trusteeassigns. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(h), (i) or (10j) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Section shall survive the extent applicableresignation or removal of the Trustee and the termination of this Indenture.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time compensation for its acceptance of this Indenture Instrument and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsfrom time to time between them. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and documented expenses properly incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable properly incurred compensation, disbursements and expenses of the Trustee’s agents and counsel. In the event of the occurrence of a breach of the terms of this Instrument or the Convertible Loan Notes or being requested by the Company to undertake duties which the Trustee and the Company agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Instrument, the Company shall pay to the Trustee such additional remuneration as shall be agreed between them. (b) The Company shall will indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses (including attorneys’ fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this IndentureInstrument, including the costs and expenses of enforcing this Indenture Instrument against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder Noteholder or any other Personperson) 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 its the Trustee’s gross negligence, willful misconduct wilful default or bad faithfraud. The Trustee shall notify the Company promptly of any third-party claim for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, with counsel satisfactory to the Trustee, and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The ; provided that if the defendants in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Company, or the Trustee has concluded that there may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the right to select separate counsel and the Company shall be required to pay the reasonable fees and expenses of such separate counsel. Any settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The Company shall not need not to pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall agree in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties and the administration of the trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithas set forth below. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 6.07 shall survive the satisfaction and discharge of this Indenture and Indenture. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the resignation Trustee through its own negligence or removal of the Trusteebad faith. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(95.01(vii) or (10viii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsagree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilitiesclaims, damages, claims liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of of, or in connection with with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company Company, Holdings and the Guarantors (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company Company, Holdings and the Guarantors or any Holder or any other Personperson) 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 shall be attributable determined to have been caused by its gross negligence, own negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company Company, Holdings and the Guarantors need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. The obligations of the Company Company, Holdings and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s ’s, Holdings’ and the Guarantors’ payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. When In addition, and without prejudice to the 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 7.01(96.01(f) or (10g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The “Trustee” for purposes of this Section 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 comply with not affect the provisions rights of TIA § 313(b)(2) to the extent applicableany other Trustee hereunder.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder hereunder, as shall be mutually agreed in writing upon by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The As mutually agreed upon by the Company and the Trustee, the Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred it incurs or made by it makes in addition to the compensation for its services. Such As mutually agreed upon by the Company and the Trustee, such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.07 shall include its officers, directors, stockholders, employees and agents) against any and all claims, damage, losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, them arising out of or in connection with the acceptance or administration of its their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its gross negligence, their negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which a Trust Officer has received notice and for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is unduly prejudiced by the failure to provide such notice. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company’s obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability the Trustee incurs as a result of its gross negligence or willful misconduct. To secure the Company’s payment and the Subsidiary Guarantors’ obligations in under this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee. Such Lien shall constitute a Permitted Lien under this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(a)(vii) or (10viii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) Law without any need to the extent applicabledemonstrate substantial contribution under Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee such reasonable compensation as shall be agreed upon in writing from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it the Trustee or in addition to accordance with the compensation provisions of this Indenture, except for any such expense, disbursement or advance as may arise from its servicesnegligence or bad faith. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents counsel and counselother persons not regularly in their employ. The Company shall indemnify the Trustee against and any predecessor Trustee for, and all losseshold them harmless against, liabilities, damages, claims any loss or expenses liability or expense incurred by itthem without negligence, including in any Agent capacity in which it acts, bad faith or willful misconduct on their part arising out of or in connection with the acceptance or administration of its this Indenture and the Securities of any series or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this IndentureIndenture and the Securities, including the costs and expenses of enforcing this Indenture defending themselves against the Company (including this Section 8.07) and defending itself against or investigating any claim (whether asserted by the Company or liability and of complying with any process served upon them or any Holder or any other Person) or liability of their officers in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim under this Indenture and the Trustee shall cooperate in Securities; provided that the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of Trustee may have separate counsel and the Company under this Section 8.07 will pay the reasonable fees and expenses of such counsel. The Trustee shall survive notify the satisfaction and discharge Company promptly of this Indenture and any claim for which it may seek indemnification; provided, however, the resignation or removal failure to give such notice shall not affect the right to indemnification hereunder except to the extent of the Trusteeactual prejudice. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust for the benefit of the Holders of particular Securities. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay principal or reimburse the Trustee and interest on particular Notes. Such Lien each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the defeasance or satisfaction and discharge of this Indenture, the registration or removal of the Trustee, or the rejection or termination of this Indenture under Bankruptcy Law. When 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. Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses or renders services after following an Event of Default specified in under Section 7.01(96.01(e) or (10Section 6.01(f) hereof occurshereof, the expenses parties hereto and the compensation for holders by their acceptance of the services (including the fees and Securities hereby agree that such expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing accordance with a written schedule provided by the Company and Trustee to the Trustee, including for any Agent capacity in which it actsCompany. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities, damages, claims liabilities or reasonable out-of-pocket expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other Personperson) 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 its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. . (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Indenture and the resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9clause (7) or (10) hereof 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and all services hereunder as shall be agreed in writing rendered by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesservices except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counselcounsel and any taxes or other expenses incurred by a trust created pursuant to Article Eight. The Company shall indemnify the Trustee against and its agents, employees, attorneys-in-fact, officers, directors and shareholders for, and hold it harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses incurred by itexpense, including in any Agent capacity in which it actstaxes (other than franchise taxes imposed on the Trustee and taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder (including its duties under this Indentureservices as Registrar or Paying Agent, if so appointed by the Company), including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any that such loss, damage, claim, liability or expense may be attributable is due to its gross negligence, willful misconduct own negligence or bad faith. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee 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. The defense (and may employ its own counsel) at the Company’s expense; provided, however, that the Company’s reimbursement obligation with respect to counsel employed by the Trustee may have separate counsel and the Company shall pay be limited to the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee as a result of the Company under this Section 8.07 shall survive the satisfaction and discharge violation of this Indenture and by the resignation Trustee, or removal arising out of the Trustee’s negligence or willful misconduct. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal and of, premium, if any, or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(8) or (109) hereof occurs, the such expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee Company’s obligations under this Section 7.07 and any lien arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) any Trustee, the discharge of the Company’s obligations pursuant to the extent applicableArticle Eight and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of services under this Indenture and services hereunder the Securities as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall promptly reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred Incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee and its respective officers, directors, employees and agents against any and all lossesloss, liabilities, damages, claims liability or expenses incurred expense (including attorneys’ fees) Incurred by it, including in any Agent capacity in which it acts, arising out of or them in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense Incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own wilful misconduct or negligence. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this IndentureIndenture and the resignation and removal of the Trustee hereunder. When the Trustee incurs Incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(6) or (107) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trusteeservices, including for any Agent capacity in which it actsextraordinary services such as default administration. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee and its officers, directors, employees and agents against any and all lossesloss, liabilities, damages, claims liability or expenses incurred by it, expense (including in any Agent capacity in which it acts, attorneys’ fees) arising out of its acceptance of this trust or incurred by any of them in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including under this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith7.07). The Trustee shall notify the Company promptly of any claim (whether asserted by any Securityholder or the Company) for which it may seek indemnity. Failure by the Trustee 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. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct, gross negligence or bad faith as determined by a final, non-appealable judgment of a court of competent jurisdiction. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s obligations pursuant to this Section and immunities of the Trustee contained in this Section shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(7) or (10) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Trustee and the Company and the Trustee, including for any Agent capacity may agree from time to time in which it actswriting. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in accordance with any provision of this Indenture in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall will indemnify the Trustee Trustee, its officers, directors, employees, representatives and agents, and hold them harmless, from and against any and all losses, liabilities, damages, claims claims, taxes or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any 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 its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company of its obligations hereunder. The Company shall will defend the claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 shall 7.07 will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall will have a Lien prior to the Notes on all money or property properly held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(e) or (10f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time compensation reasonable compensation, as the parties shall agree to in writing from time to time, for its acceptance of this Indenture and its performance of the duties and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsrequired hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this except as set forth in Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith7.7(d). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby. The Company shall defend the claim and the Trustee shall reasonably cooperate in the such defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company to pay compensation under this Section 8.07 7.7(a) through the date of termination, and for indemnification under Section 7.7(b) shall survive the satisfaction and discharge of this Indenture and Indenture. (d) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the resignation Trustee through its own negligence, bad faith or removal of the Trustee. willful misconduct. (e) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notesthe Securities or to pay Senior Debt. Such Lien lien shall survive the satisfaction and discharge of this Indenture. . (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.1(e) or (10f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of- pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Company and each Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including reasonable attorneys' fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any Subsidiary Guarantor of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own wilful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without its the Company's consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents, successors and discharge of this Indenture and the resignation or removal of the Trusteeassigns. To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company's payment obligations pursuant to this Section 7.07 shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(6) or (107) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense may be attributable to settlement made without its gross negligence, willful misconduct or bad faithconsent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.06. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own negligence or willful misconduct. To secure the Company’s payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the satisfaction Trustee and discharge any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(g) or (10Section 6.01(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as agreed upon in writing for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it the Trustee in addition to the compensation for its services, except to the extent any such expense, advance or disbursement may be attributable to the Trustee’s negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselcounsel and of all Persons not regularly in its employ. The Company shall indemnify the Trustee against or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all losses, liabilities, damagesclaims, claims damages or expenses (including taxes other than taxes based upon the income of the Trustee) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties the trust or trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Notes, the termination for any reason of this IndentureIndenture and the resignation or removal of the Trustee. When In addition to and without prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(7) or (10) 8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee (in its capacity as such) from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The In addition to such compensation for services, the Company shall promptly reimburse the Trustee promptly (and any predecessor Trustee with respect to all matters and events existing or alleged to exist on or prior to the date such person ceased to be a Trustee) upon request for all reasonable disbursements, expenses (including costs of collection) and advances and expenses actually incurred or made by it in addition to the compensation for accordance with this Indenture or carrying out its servicesduties hereunder. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Company shall agrees to indemnify the Trustee against (in any capacity under this Indenture including as Trustee, Agent or Securities Custodian) and all losseseach of its officers, liabilitiesdirectors, damagesattorneys-in-fact and agents for, claims and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss or expenses liability incurred by itit without negligence, including in any Agent capacity in which it actswillful misconduct or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or and the administration of this trust and its rights or duties under this Indenturehereunder, including including, without limitation, the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any investigation, claim or liability (whether asserted by the Company or Company, any Holder or any other Personperson) 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 its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee ; provided, however, that any failure to so notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense and if the Trustee is advised by its counsel that there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability to the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, extent incurred by the Trustee shall have a Lien prior to the Notes on all money through its negligence, bad faith or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenturewillful misconduct. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(98.1(v) or (10vi) hereof of this Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee Company’s obligations under this Section 9.7 shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) the Trustee, the discharge of the Company’s obligations pursuant to the extent applicableArticle X of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company and the Guarantors shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and defending itself against any claim (whether asserted by the Company Company, any 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, except to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or the Guarantors of its their obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 8.07 7.7 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.1(i) or (10j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company Trustee shall pay be entitled to receive from the Depositor as compensation for the Trustee's services hereunder, trustee's fees pursuant to a separate agreement between the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as the Depositor, and shall be agreed in writing reimbursed by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request Depositor for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include Trustee (including the reasonable compensation, disbursements and expenses of the Trustee’s agents its counsel and counselother persons not regularly in its employ). The Company Depositor shall indemnify and hold harmless the Trustee and its successors, assigns, agents, directors, officers and employees against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or reasonable expense may be attributable (including attorney's fees) incurred by it in connection with any legal action relating to the administration of this Trust and the performance of its gross negligence, willful misconduct or bad faithduties thereunder. The Trustee shall notify the Company Depositor promptly of any claim for which it or any such Person may seek indemnity. Failure by the Trustee to so notify the Company Depositor shall not relieve the Company Depositor of its obligations hereunderhereunder except to the extent of any damages caused by such delay. The Company Depositor need not reimburse any expense or indemnify against any loss, liability or expense that is incurred by the Trustee through the Trustee's own willful misfeasance, negligence or bad faith in the performance of the Trustee's duties under the Series Trust Agreement or as a result of a breach or by reason of reckless disregard of the Trustee's obligations and duties under the Series Trust Agreement. The indemnities contained in this Section 7.10 shall defend apply to the claim Delaware Trustee and shall survive the resignation or termination of the Trustee or the termination of the Series Trust Agreement. Failure by the Depositor to pay, reimburse or indemnify the Trustee shall cooperate not entitle the Trustee to any payment, reimbursement or indemnification from the Trust unless otherwise specified in the defenseForepart, nor shall such failure release the Trustee from the duties it is required to perform under the Series Trust Agreement. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consentAny unpaid, which consent unreimbursed or unindemnified amounts shall not be unreasonably withheld. The obligations of borne by the Company under this Section 8.07 Trust and shall survive not constitute a claim against the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07Trust, but shall be borne by the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except in its individual capacity unless it is specified that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses is entitled to payment, reimbursement or renders services after an Event of Default specified indemnification from the Trust, in Section 7.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply which event such amounts will be paid in accordance with the provisions priority of TIA § 313(b)(2) to payments set out in the extent applicableForepart.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense may be attributable to settlement made without its gross negligence, willful misconduct or bad faithconsent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.06. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own negligence or willful misconduct. To secure the Company’s payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the satisfaction Trustee and discharge any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(h) or (10Section 6.01(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and its services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon written request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.06) and defending itself against any claim (whether asserted by the Company or any Holder or any other Personperson) 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 its gross negligence, willful misconduct own negligence or bad failure to act in good faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee and shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.06 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the resignation or removal termination of the Trusteethis Indenture. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When In addition and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9Sections 6.01(ix) or (10x) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the -------------------------- Trustee from time to time reasonable compensation for its acceptance services. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of this Indenture collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and services hereunder as shall be agreed in writing by the Company expenses, disbursements and advances of the Trustee, including for any Agent capacity in which it acts's agents and counsel. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee against for, and hold it harmless against, any and all lossesloss, liabilities, damages, claims liability or expenses incurred by it, expense (including in any Agent capacity in which it acts, reasonable attorneys' fees) arising out of or incurred by it in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing trust created by this Indenture against and the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to as set forth in the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithnext paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the any such claim and the Trustee shall cooperate in the defensedefense of such claim. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own willful misconduct, negligence or bad faith. To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on on, particular Notes. Such Lien The Company's payment obligations pursuant to this Section 7.07 shall survive the satisfaction resignation or removal of the Trustee and discharge of this Indenture. When Subject to any other rights available to the Trustee under applicable bankruptcy law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(g) or (10Section 6.01(h) hereof occurshereof, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablebankruptcy law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as the parties shall be agreed agree in writing by the Company and the Trustee, including for any Agent capacity in which it actsfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include include, but not limited to, the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against any and all losses, liabilitiesclaims, damages, claims losses, liabilities or expenses (including attorneys’ fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 8.07 7.7 shall survive the satisfaction and discharge or termination for any reason of this Indenture and or the resignation or removal of the Trustee. To secure the Company’s and the Guarantors’ payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture. When , when the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (106.1(8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. “Trustee” for the purposes of this Section 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee and hold it harmless against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to (including reasonable attorneys’ fees and the costs of enforcing this indemnity) incurred by it in connection with the administration of this trust and the performance of its gross negligenceduties hereunder and regardless of whether any claim involves the Company, willful misconduct Holders or bad faithany third party. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the any third party claim and the Trustee shall cooperate in the defense. The Trustee may have select separate counsel to represent it with respect to such claim, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct or gross negligence. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and premium, if any, or interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(a)(viii) or (10ix) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee This Section shall comply with survive the provisions termination of TIA § 313(b)(2) to this Indenture and the extent applicableresignation or removal of the Trustee.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Trustee and the Company and the Trustee, including for any Agent capacity may agree from time to time in which it actswriting. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall will indemnify the Trustee Trustee, its officers, directors, employees, representatives and agents from and against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any 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 its gross negligence, willful misconduct negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company of its obligations hereunder. The Company shall will defend the claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 shall 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall lien will survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(d) or (10e) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred Incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel, except any such disbursement, advance or expense as may be incurred due to the Trustee’s gross negligence or fraud. The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, liabilitiesclaims, damages, claims penalties, fines, liabilities or expenses incurred by itexpenses, including in any Agent capacity in which incidental and out-of-pocket expenses and reasonable attorneys fees (for purposes of this Article 7, “losses”) Incurred by it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense losses may be attributable to its gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s negligence or bad faith. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and Indenture, the resignation or removal of the TrusteeTrustee and payment in full of the Notes. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs Incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(ix) or (10x) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall be agreed agree in writing by the Company and the Trustee, including for any Agent capacity in which it actsfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against for, and hold the Trustee harmless against, any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company or any of the Guarantors (including this Section 8.077.07) and or defending itself against any claim (whether asserted by any Holder, the Company or any Holder Guarantor or any other Person) , or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any ) (but excluding taxes imposed on such loss, liability persons in connection compensation for such administration or expense may be attributable to its gross negligence, willful misconduct or bad faithperformance). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. To secure the Company’s payment obligations of the Company and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the Trustee, except that money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(a)(6) or (107) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing accordance with a written schedule provided by the Company and Trustee to the Trustee, including for any Agent capacity in which it actsCompany. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities, damages, claims liabilities or reasonable out-of-pocket expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other Personperson) 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 its gross negligence, bad faith or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel and defend the claim, but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. None of the Company or the Guarantors need reimburse the Trustee for any expense or indemnity against liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction Satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Discharge. (d) To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction Satisfaction and discharge of this Indenture. Discharge. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(8) or (109) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actsits services hereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company shall and the Guarantors shall, jointly and severally, indemnify the Trustee against for, and hold it harmless against, any and all losses, liabilities, damages, claims loss or expenses liability or expense incurred by it, including in any Agent capacity in which it acts, arising out of without gross negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or liability and of complying with any process served upon it or any Holder or any other Person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithNotes. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company or any Guarantor is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Neither the Company need not nor any Guarantor shall be required to pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. The obligations of Neither the Company under this Section 8.07 nor any Guarantor shall survive be required to reimburse any expense or indemnity against loss or liability incurred by the satisfaction and discharge of this Indenture and the resignation Trustee through gross negligence or removal of the Trusteebad faith. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(9clause (7) or (10) hereof occurs8) of Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Codeapplicable federal or state law for the relief of debtors. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall from time to time be agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and documented out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationdocumented compensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including documented attorneys’ fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expenses or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without its the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents, successors and discharge of this Indenture and the resignation or removal of the Trusteeassigns. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(h), (i) or (10j) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Section shall survive the extent applicableresignation or removal of the Trustee and the termination of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by and under the Company Securities and the Trustee, including for any Agent capacity in which it actsSubsidiary Guarantees. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and sending of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilitiesliability, damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of without willful misconduct or negligence on its part in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder or in exercising its rights with respect to the Securities and the Subsidiary Guarantees, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) 7.7), the Securities and the Subsidiary Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the Company Company, any Subsidiary 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, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee 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 provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The ; provided that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee in connection with such defense. To secure the Company’s payment obligations Obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien lien shall survive the satisfaction and discharge of this Indenture. When The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(9clause (7) or clause (10) hereof occurs8) of Section 6.1, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time time, and the Trustee shall be entitled to, reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable fees and expenses of counsel retained by the Trustee in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify and hold harmless the Trustee against any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and of defending itself against any claim claims (whether asserted by any Holder, the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee Trustee, upon a Responsible Officer receiving written notice thereof, shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay for principal of and interest on particular Securities. The Trustee’s right to receive payment of any settlement made without its consent, which consent amounts due under this Section 7.07 shall not be unreasonably withheldsubordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations of the Company under pursuant to this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(7) or (10) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services, except for any such disbursement, advance or expense as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee and Agents and their respective officers, directors, employees, representatives and agents (each an “Indemnified Party”) against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, them arising out of or in connection with the acceptance or administration of its their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself themselves against any claim (whether asserted by the Company or any Holder of Securities of any Series or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross their negligence, willful misconduct or bad faith. The Trustee An Indemnified Party shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee an 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 an Indemnified Party shall cooperate in the defense. The Trustee An Indemnified Party may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and or, with respect to any Person acting as Trustee under this Indenture, the earlier resignation or removal of the such Trustee. . (d) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Notes. Such Lien shall survive the satisfaction and discharge Securities of this Indenture. that Series. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(d) or (10e) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2§313(b) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an opinion of counsel or otherwise, in addition to the compensation for its services, except for any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants, experts and counsel. other Persons not regularly in its employ. (b) The Company shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by itit without negligence, including in any Agent capacity in which it acts, arising out of willful misconduct or bad faith on its part in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and of defending itself against any claim claims (whether asserted by any Holder, the Company Company, any Security 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, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own negligence, willful misconduct or bad faith. (c) To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay for principal of and interest on a particular Security. The Trustee’s right to receive payment of any settlement made without its consent, which consent amounts due under this Section 7.07 shall not be unreasonably withheld. The obligations subordinate to any other liability or indebtedness of the Company under Company. (d) The Company’s payment obligations pursuant to this Section 8.07 7.07 shall survive the satisfaction and discharge of the Securities, the termination for any reason of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an in connection with the occurrence of a Bankruptcy Law Event of Default specified in Section 7.01(9) or (10) hereof occursDefault, the expenses and the compensation for the services (including the fees reasonable charges and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw; provided that this shall not affect the Trustee’s rights as set forth in this Section 7.07 or Section 7.11. The “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall comply with not affect the provisions rights of TIA § 313(b)(2) to the extent applicableany other Trustee hereunder.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify each of the Trustee and any predecessor Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Guarantor or any Holder or any other Personperson) 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 liability, damage, claim or expense may be attributable to its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or of removal of the Trustee. . (d) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Indenture and resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(a)(viii) or and (10ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee or any predecessor Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Personperson) 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 its gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien 7.07 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(g) or (10h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company Corporation shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Corporation shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company Corporation shall indemnify and hold harmless the Trustee (including the cost of defending itself) against any loss, cost, expense or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and all losses, liabilities, damages, claims or including reasonable and documented attorneys’ fees and expenses incurred by it, including it except as set forth in any Agent capacity the last sentence of this paragraph in which it acts, arising out of or in connection with the acceptance or administration performance of its duties and exercise of its rights under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company Corporation promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Corporation shall not relieve the Company Corporation of its obligations hereunderhereunder except to the extent that the Corporation has been materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company Corporation need not pay for any settlement made without its consent, which consent shall (not to be unreasonably withheld). The obligations of the Company under this Section 8.07 This indemnification shall survive the satisfaction apply to officers, directors, employees, shareholders and discharge of this Indenture and the resignation or removal agents of the Trustee. The Corporation need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence. To secure the CompanyCorporation’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior senior claim to which the Notes Securities are hereby made subordinate on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, of and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureSecurities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.1(4) or (105) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee obligations of the Corporation under this Section 7.7 shall comply with survive the provisions termination of TIA § 313(b)(2) to this Indenture and the extent applicableresignation or removal of the Trustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and costs of engaging agents in connection with determining and calculating Reference Treasury Dealer Quotations, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilitiesliability, damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense with counsel reasonably satisfactory to the Trustee, and, in the reasonable judgment of outside or internal counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need shall not be under any obligation to pay for any written settlement made without its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The obligations of Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct or negligence. To secure the Company’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, interest and interest Additional Interest, if any, on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section 7.7 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (i) of Section 7.01(9) or (10) hereof occurs6.1 with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time for the Securities of each series such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actsits services hereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly for the Securities of each series upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee against for the Securities of each series and any predecessor trustee for, and hold it harmless against, any and all lossesloss, liabilitiesclaim, damages, claims damage or expenses liability or expense incurred by it, including in any Agent capacity in which it acts, arising out of without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Securities of such series, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or liability and of complying with any process served upon it or any Holder or any other Person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any Securities of such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithseries. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer receives written notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.077.08, the Trustee for the Securities of each series shall have a Lien lien prior to the Notes Securities of such series on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee for the Securities of any series incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(9clause (e) or (10f) hereof occursof Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Codeapplicable federal or state law for the relief of debtors. The provisions of this Section 7.08 shall survive the termination of this Indenture and the resignation and removal of the Trustee. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree to in writing from time to time for its the Trustee’s acceptance of this Indenture and its services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for course of its servicesservices hereunder. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee and any predecessor Trustee against any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable determined to its gross have been caused by negligence, or willful misconduct or bad faithof the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder except to the extent that the Company may be materially prejudiced by such failure. The Company shall defend the claim and the Trustee shall cooperate in the defensedefense of such claim. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own negligence, willful misconduct or bad faith. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company’s payment obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. To secure the Company’s payment obligations in under this Section 8.077.07, the Trustee shall have a Lien prior to the Notes Debt Securities on all money or property held or collected by the Trustee, except such money or property that is held by it in trust for the benefit of Holders of Debt Securities to pay principal and interest on particular NotesDebt Securities. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee incurs shall incur expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(iii) or (10) hereof occursSection 6.01(iv), the such expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Section shall survive the extent applicabletermination of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee's own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense may be attributable to settlement made without its gross negligence, willful misconduct or bad faithconsent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.06. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own negligence, bad faith or willful misconduct. To secure the Company’s 's payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the satisfaction Trustee and discharge any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(g) or (10Section 6.01(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall from time to time be agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and documented out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationdocumented compensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including documented attorneys’ fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expenses or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. The Company need not pay for any settlement made by the Trustee without its the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents, successors and discharge of this Indenture and the resignation or removal of the Trusteeassigns. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(e) or (10f) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Section shall survive the extent applicableresignation or removal of the Trustee and the termination of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree upon in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall pay or reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, expenses and advances and expenses incurred or made by it in addition to accordance with the compensation for its servicesprovisions of this Indenture. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee against and any predecessor Trustee and all losseseach of their respective officers, liabilitiesdirectors, damagesemployees, claims shareholders, attorneys-in-fact and agents for, and hold it harmless against, any claim, action, suit or proceeding at law or in equity, damage, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss, expenses, fees or charges (including taxes (other than taxes based upon the income of the Trustee)) or liability incurred by it, including in any Agent capacity in which it actsthem without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its this trust and their rights or duties under this Indenture, hereunder including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithhereunder (including enforcement of this indemnity). The Trustee shall notify the Company promptly of any third party claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the such claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel (plus local counsel, if applicable) and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 This indemnification shall survive the satisfaction apply to officers, directors, employees, shareholders and discharge of this Indenture and the resignation or removal agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular the Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9Sections 8.01(A)(ix) or (10and 8.01(A)(x) hereof of this Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy CodeLaw. The Trustee Company’s obligations under this Section 13.07 of this Indenture and any Lien arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) the Trustee, the repayment of the Securities, the discharge of the Company’s obligations pursuant to the extent applicableArticle 13 of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company and the Guarantor, jointly and severally, shall indemnify the Trustee (which, for the purposes of this Section 7.06, shall include its directors, officers, employees and agents) against any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Company shall not relieve the Company or the Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee Such indemnified parties may have separate counsel and the Company and the Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company 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 Company and the Guarantor, as applicable, and such parties in connection with such defense. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation liability or removal of the Trusteeexpense incurred by an indemnified party solely attributable to such party’s own willful misconduct, gross negligence or bad faith. To secure the Company’s payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesNotes or to pay or deliver the consideration due upon exchange. Such Lien The Company’s payment and indemnity obligations pursuant to this Section 7.06 shall also extend to the Registrar, Paying Agent and Exchange Agent hereunder, and survive the satisfaction and or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.01(h) or (10i) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall pay or reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to accordance with the compensation for its servicesprovisions of this Indenture. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Company shall indemnify each of the Trustee against (in its capacity as Trustee) and any predecessor Trustee and all losseseach of their respective officers, liabilitiesdirectors, damagesemployees, claims shareholders, attorneys-in-fact and agents for, and hold it harmless against, any claim, action, suit or proceeding at law or in equity, damage, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss, expenses, fees or charges (including taxes (other than taxes based upon the income of the Trustee)) or liability incurred by it, including in any Agent capacity in which it actsthem without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its this trust and their rights or duties under this Indenture, hereunder including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithhereunder (including enforcement of this indemnity). The Trustee shall notify the Company promptly of any third party claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the such claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, written consent which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee as finally determined by a court of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation competent jurisdiction to have been caused by its own negligence or removal of the Trusteewillful misconduct. To secure the Company’s payment obligations in this Section 8.076.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay principal and premium, if any, of or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureSecurities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(95.01(5) or (106) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy CodeLaw. The Trustee Company’s obligations under this Section 6.07 and any lien arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) the Trustee, the repayment of the Securities, the discharge of the Company’s obligations pursuant to the extent applicableArticle IV of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and the Collateral Documents and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsthereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses (including reasonable attorneys' fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture and the Collateral Documents, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder or under the Collateral Documents. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal termination of the Trusteeany Collateral Document. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture and the termination of any Collateral Documents. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9Sections 6.01(9) or (106.01(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actsparties hereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and reasonable out-of-pocket expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to (including reasonable attorneys’ fees) incurred by it in connection with the performance of its gross negligenceduties hereunder and/or the transactions contemplated under this Indenture and the Trustee shall have no liability or responsibility for any action or inaction on the part of any Paying Agent, willful misconduct Registrar, Authentication Agent or bad faithany successor trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder except to the extent that the Company shall have been actually prejudiced as a result of such failure. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. The Company need not pay for any settlement made by the Trustee without its the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Company under this Section 8.07 Trustee shall survive the satisfaction extend to its officers, directors, employees, agents, successors and discharge of this Indenture and the resignation or removal of the Trusteeassigns. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(9Sections 6.01(g) or (106.01(h) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Section 7.07 shall survive the extent applicablesatisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, attorneys, accountants, experts and counsel. other professionals as the Trustee deems necessary, advisable or appropriate. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee Trustee, and hold it harmless, against any and all losses, liabilitiesclaims, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with this Indenture and the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.07) and defending itself against or investigating any claim (whether asserted by the Company or Company, the Guarantors, any Holder or any 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 is determined by a court of competent jurisdiction in a final non-appealable order to have been caused by its gross negligence, own negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company in writing promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company or such Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Neither the Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Indenture and the resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(8) or (109) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and its performance of the duties and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsrequired hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this except as set forth in Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith7.7(d). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby. The Company shall defend the claim and the Trustee shall reasonably cooperate in the such defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company to pay compensation under this Section 8.07 7.7(a) through the date of termination, and for indemnification under Section 7.7(b) shall survive the satisfaction and discharge of this Indenture and Indenture. (d) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the resignation Trustee through its own negligence, bad faith or removal of the Trustee. willful misconduct. (e) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notesthe Securities or to pay Senior Debt. Such Lien lien shall survive the satisfaction and discharge of this Indenture. . (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.1(e) or (10f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against and its agents, employees, officers, directors and shareholders for, and hold the same harmless against, any and all losses, liabilities, damages, claims liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including including, without limitation, the costs and expenses of enforcing this Indenture against the Company (including including, without limitation, this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Personperson) 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 its gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim with counsel reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defensedefense at the Company's expense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee and/or the satisfaction and discharge or termination of this Indenture. To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee and/or the satisfaction and discharge or termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (106.01(f) hereof occurs, the expenses and the compensation for the services (including including, without limitation, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing from time to time by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company and each Guarantor shall indemnify the Trustee and any Collateral Agent, and hold them harmless, against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, them arising out of or in connection with the acceptance or administration of its their duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.07) and defending itself themselves against any claim (whether asserted by the Company Company, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct their negligence or bad faith. The Trustee (or, if the claim is against a Collateral Agent, the applicable Collateral Agent) shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee or a Collateral Agent to so notify the Company shall not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company or such Guarantor shall defend the claim and the Trustee (or the Collateral Agent, as applicable) shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Neither the Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the Indenture, resignation or removal of any Trustee and the Trustee. discharge of the Company's obligations pursuant to Article 8 hereof. (d) To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(8) or (109) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law, and are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company and the Guarantors shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company Company, the Guarantors or any Holder or any 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 its gross negligence, willful misconduct negligence or bad faithfaith or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company shall or such Guarantor will defend the claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Neither the Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company and the Guarantors under this Section 8.07 shall 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall will survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(7) or (10) 8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall will comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as (which shall be agreed in writing to from time to time by the Company and the Trustee, including for any Agent capacity in which it acts). The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall promptly reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee's negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counselcounsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.01 hereof. The Company shall indemnify the Trustee against and each predecessor trustee for, and hold it harmless against, any and all lossesloss, liabilitiesliability, damagesclaim, claims damage or expenses expense incurred by it, including in any Agent capacity in which it acts, the Trustee without negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of this trust and its duties under this Indenture, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure However, the failure by the Trustee 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. The Trustee defense (and may have separate counsel and employ its own counsel) at the Company shall pay the reasonable fees and expenses of such counselCompany's expense. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations expense or indemnify against any loss or liability incurred by the Trustee as a result of the Company under this Section 8.07 shall survive the satisfaction and discharge violation of this Indenture and by the resignation or removal of Trustee if such violation arose from the Trustee's negligence or bad faith. To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien senior claim prior to the Notes on Securities against all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indentureits capacity as Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9clause (6) or (107) hereof of Section 6.01 occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee Company's obligations under this Section 7.07 and any claim arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) any Trustee, the discharge of the Company's obligations pursuant to the extent applicableArticle Eight and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee Trustee, Paying Agent and Registrar from time to time time, as agreed to in writing, reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out of pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee Trustee, Paying Agent, Registrar, and each of their officers, directors, agents and employees (each in their respective capacities), for and hold each of them harmless against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its (including attorneys’ fees and expenses) incurred by them without gross negligence, negligence or willful misconduct or bad faithon their part in connection with the administration of this trust and the performance of their duties hereunder. The Trustee Trustee, Paying Agent and Registrar shall notify the Company promptly of any claim for which it they may seek indemnity. Failure by the Trustee indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Company shall not relieve the Company of its indemnity obligations hereunderhereunder except to the extent the Company shall have been adversely affected thereby. The Company shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee Such indemnified parties may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel; provided, however, that the Company 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 Company and such parties in connection with such defense. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct or gross negligence (or willful misconduct or gross negligence of the Company under this Section 8.07 shall survive the satisfaction and discharge any of this Indenture and the resignation such party’s officers, directors, agents or removal of the Trusteeemployees). To secure the Company’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee Trustee, Paying Agent or Registrar incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.1(e) or (10f) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company and the Subsidiary Guarantors shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing hereunder. To the extent permitted by the Company and law, the Trustee, including for any Agent capacity in which it acts. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company and the Subsidiary Guarantors shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Subsidiary Guarantors (including this Section 8.077.7) and defending itself against any claim (whether asserted by the Company Company, the Subsidiary Guarantors or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, hereunder except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company and the Subsidiary Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company and the Subsidiary Guarantors shall not relieve the Company and the Subsidiary Guarantors of its obligations hereunder. The Company and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Subsidiary Guarantors need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Subsidiary Guarantors under this Section 8.07 7.7 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. To secure the Company’s 's and the Subsidiary Guarantors' payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, interest and interest Liquidated Damages, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.1 (viii) or (10ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company and the Guarantors shall indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company Company, any Guarantor or any Holder or any other Personperson) 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 its gross negligence, bad faith or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or the Guarantors of its their obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(h) or (10i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actsits services hereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against for, and hold it harmless against, any and all losses, liabilities, damages, claims loss or expenses liability or expense incurred by it, including in any Agent capacity in which it acts, arising out of without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Company, a Holder or any other Person) or liability and of complying with any process served upon it or any of its officers in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithNotes. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnity against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through negligence or removal of the Trusteebad faith. To secure the Company’s 's payment obligations in this Section 8.07SECTION 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(9clause (g) or (10h) hereof occursof SECTION 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Codeapplicable federal or state law for the relief of debtors. The provisions of this SECTION 7.07 shall survive the termination of this Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall be agreed agree in writing by the Company and the Trustee, including for any Agent capacity in which it actsfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against for, and hold each of the Trustee and any predecessor Trustee harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expense (including attorneys’ fees and expenses and court costs) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, and/or the exercise of its rights hereunder (including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 8.077.07) and or defending itself against any claim (whether asserted by any Holder, the Company or Company, any Holder Guarantor or any other Person) , or liability in connection with the acceptance, 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 its gross negligence, willful misconduct or bad faith). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any cost, which consent shall not be unreasonably withheld. loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as finally adjudicated by a court of competent jurisdiction. (c) The obligations of the Company and the Guarantors under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee. To secure . (d) The obligations of the Company’s payment obligations in Company and the Guarantors under this Section 8.07, 7.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have be secured by a senior Lien prior to the Notes on all money or property held or collected by the Trustee, except that except, subject to the effect of Section 6.13, funds held in trust to pay principal and interest on herewith for the benefit of the Holders of particular Notes. Such Lien shall survive , to which the satisfaction and discharge of this Indenture. Notes are hereby made subordinate. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9Sections 6.01(f) or (106.01(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableDebtor Relief Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trusteewriting, including from time to time, for any Agent capacity in which it actsits services hereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company and each Subsidiary Guarantor, jointly and severally, shall indemnify each of the Trustee against or any predecessor Trustee and their agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, damagesclaims, claims liability or expenses incurred by itexpense, including in any Agent capacity in which it actstaxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of its duties under this Indenturethe trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07, except to the extent any that such loss, damage, claim, liability or expense may be attributable is due to its gross negligence, willful misconduct own negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defensedefense provided, however, that the Trustee shall have the right to defend such claim if, upon the advice of counsel, its interests may be prejudiced by the conduct of such defense by the Company. The Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(9clause (f) or (10g) hereof occursof Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Codeapplicable federal or state law for the relief of debtors. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and termination of this Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to connection with the compensation performance of its duties under this Indenture, except for its servicesany such expense as may arise from the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee and its officers, directors, employees and agents against any and all lossesloss, liabilitiesdamage, damagesclaim, claims liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by itit without negligence, including in any Agent capacity in which it acts, arising out of willful misconduct or bad faith on its part in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company defending themselves (including this Section 8.07reasonable attorney’s fees and costs) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with related to the exercise or performance of any of its their powers or duties hereunder, except to the extent hereunder and under any such loss, liability other agreement or expense may be attributable to its gross negligence, willful misconduct or bad faithinstrument related thereto. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. . (c) To secure the Company’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. (d) The Company’s payment obligations pursuant to this Section 7.7 shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an the occurrence of a Bankruptcy Law Event of Default specified in Section 7.01(9) or (10) hereof occursDefault, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee Law; provided, however, that this shall comply with not affect the provisions of TIA § 313(b)(2) to the extent applicableTrustee’s rights as set forth in this Section 7.7 or Section 6.10.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actshereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable and actual out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable and actual out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and outside counsel. . (b) The Company shall and the Guarantors will indemnify the Trustee against any and all losses, liabilities, damages, claims liabilities or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable and actual out-of-pocket costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or Company, the Guarantors, any Holder or any 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 its gross negligence, willful misconduct negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity. Failure ; provided that the failure by the Trustee to so notify the Company deliver such notice shall not relieve the Company of its obligations hereunderhereunder except to the extent it has been materially prejudiced by such failure or such failure results in the forfeiture of substantive rights and defenses. The Company shall or such Guarantor will defend the claim and the Trustee shall will cooperate in the defense. The Trustee may have one separate counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Neither the Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company and the Guarantors under this Section 8.07 shall 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 8.077.07, the Trustee shall will have a Lien lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities of that Series. Such Lien shall lien will survive the satisfaction and or discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(d) or (10e) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon with the Trustee in writing by between the Company and the Trustee, including Trustee for any Agent capacity in which it actsits services. The Trustee’s compensation shall of the Trustee is not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include Trustee, including the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee against for, and hold it harmless against, any and all losses, liabilities, damages, claims loss or expenses liability or expense incurred by itit without willful misconduct, including in any Agent capacity in which it acts, negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and the performance of its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and 7.07), of defending itself against any claim (whether asserted by the Company or any Holder or any other Person) the Company, or liability and of complying with any process served upon it or any of its officers in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithNotes. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the any such claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Notwithstanding the foregoing, the Company need shall not pay for be required to indemnify the Trustee with respect to any settlement made without its consentthe consent of the Company, which consent shall will not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. . (c) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. . (d) When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 7.01(96.01(a)(6) or (10) hereof occursSection 6.01(a)(7), the expenses and the compensation for the services (including the fees reasonable charges and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. applicable Federal or state bankruptcy, insolvency or other similar law. (e) The Trustee shall comply with the provisions of TIA § 313(b)(2) to this Article shall survive the extent applicable.termination of this Indenture

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed upon in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee’s own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, liabilitiesliability, damagesdamage, claims claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense may be attributable to settlement made without its gross negligence, willful misconduct or bad faithconsent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.06. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own negligence, bad faith or willful misconduct. To secure the Company’s payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the satisfaction Trustee and discharge any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(f) or (10Section 6.01(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent, Registrar and Conversion Agent) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing accordance with a written schedule provided by the Company and Trustee to the Trustee, including for any Agent capacity in which it actsCompany. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities, damages, claims liabilities or reasonable out-of-pocket expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, negligence or willful misconduct or bad faithmisconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel and defend the claim, but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 10.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Indenture and the resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9clause (7) or (10) hereof 8) of Section 9.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee Fiscal Agent, from time to time time, reasonable compensation for its acceptance of services under this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustAgreement. The Company shall reimburse the Trustee promptly Fiscal Agent upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for performance of its servicesduties under this Agreement. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the TrusteeFiscal Agent’s agents and counsel. The Except as provided below in this paragraph, the Company shall indemnify the Trustee Fiscal Agent, any predecessor fiscal agent of it and each director, officer, employee and agent of the Fiscal Agent or predecessor fiscal agent against any loss, liability, cost, claim, action, demand or expense (including reasonable fees and all losses, liabilities, damages, claims or expenses of legal counsel) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with its appointment, or the acceptance or administration performance of its duties under this Indenturehereunder, including the all reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and in defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties under this Agreement, or performance of any other duties hereunderpursuant to the terms and conditions hereof, except to such as may result from the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct or bad faithof any such Person. The Trustee Fiscal Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnity but failure to do 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. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.05. The Company need not pay for any settlement made by the Fiscal Agent without its the Company’s consent, which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss or liability incurred by either the Fiscal Agent or any predecessor fiscal agent of the Company under this Section 8.07 shall survive the satisfaction and discharge it through its own gross negligence, bad faith or willful misconduct. In respect of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.077.05, the Trustee Fiscal Agent shall have a Lien prior senior claim to which the Notes Securities are hereby made subordinate on all money or property held or collected by the TrusteeFiscal Agent as such and not in its individual capacity, except that for money or property held in trust for the benefit of the Holders to pay the principal of and interest and premium, if any, on particular NotesSecurities. Such Lien Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement set forth in this paragraph shall survive the satisfaction and discharge termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (10) hereof occurs, the expenses Agreement and the compensation for resignation or removal of the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableFiscal Agent.

Compensation and Indemnity. The Company shall pay to the Trustee -------------------------- such compensation for its services as the Company and the Trustee shall from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed agree in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s 's compensation shall hereunder shal not be limited by any law on compensation of a relating to the trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for connection with its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselduties hereunder. The Company shall indemnify each of the Trustee and any predecessor Trustee against any and all losses, liabilities, damages, claims loss or expenses liability incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or of 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 its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations arising hereunder. The Company shall defend the any claim and against the Trustee shall cooperate in of which the defenseCompany has notice. The Trustee may have separate counsel counsel, and if it does, the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consent, which consent shall not be unreasonably withheldexpenses or indemnify against any loss or liability incurred by the Trustee through the Trustee's negligence or bad faith. The obligations of the Company under this Section 8.07 7.07 to indemnify and compensate the Trustee to pay or reimburse the Trustee for such expenses, disbursements, and advances shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trusteeconstitute Indebtedness. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Debentures on all money or property held or collected by the Trustee, except that held in trust to pay principal and of or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureDebentures. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 7.01(96.01(4) or (10) hereof occurs5), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The Trustee obligations of the Company under this Section 7.07 shall comply with survive the provisions satisfaction and discharge of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilitiesliability, damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need shall not be under any obligation to pay for any written settlement made without its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The obligations of Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct or negligence. To secure the Company’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, interest and interest Additional Amounts, if any, on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section 7.7 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (9) of Section 7.01(9) or (10) hereof occurs6.1 with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of its duties under this Indenture and services hereunder as shall be agreed to in writing by the Company and the Trustee, including for any Agent capacity in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify the Trustee or any predecessor Trustee against any and all losses, liabilitiesclaims, damages, claims penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees ("losses") incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense losses may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Indenture. (d) To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on interest, if any, on, particular NotesSecurities of that Series. Such Lien shall survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(96.01(a)(vii) or (10a)(viii) hereof occursoccurs (or any comparable provision set forth in a supplemental indenture), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. Law. (f) The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counsel. experts. (b) The Company and the Note Guarantors shall jointly and severally indemnify the Trustee against any and all lossesloss, liabilitiesdamage, damagesclaim liability, claims expense (including reasonable attorneys' fees and expenses) and taxes (other than those measured by or expenses determined by the income of the Trustee) incurred by itit without negligence, including in any Agent capacity in which it acts, arising out of willful misconduct or bad faith on its part in connection with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company Company, any Note 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, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee. 's own negligence, willful misconduct or bad faith. (c) To secure the Company’s 's payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Trustee's right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. (d) The Company's payment obligations pursuant to this Section 7.7 shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an the occurrence of a Bankruptcy Law Event of Default specified in Section 7.01(9) or (10) hereof occurs6.1(a)(7), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee Law; provided, however, that this shall comply with not affect the provisions of TIA § 313(b)(2) to the extent applicableTrustee's rights as set forth in this Section 7.7 or Section 6.10.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in (which it acts. The Trustee’s compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall may include the reasonable compensation, disbursements compensation and expenses of the Trustee’s 's agents and counsel. The Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its negligence or willful misconduct. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims loss or expenses liability incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or and administration of the trust and its duties under this Indenturehereunder as Trustee, Registrar and/or Paying Agent, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure ; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to so promptly notify the Company shall not relieve the Company of limit its obligations hereunderright to indemnification. The Company shall defend the each such claim and the Trustee shall cooperate in the defense. The Trustee may have retain separate counsel and the Company shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through negligence or removal of the Trusteewillful misconduct. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to that of the Notes Holders of the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureSecurities. When the Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 7.01(95.01(5) or (10) hereof occurs6), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy CodeLaw. The obligations of the Company under this Section 6.07 shall survive the registration or removal of the Trustee shall comply with and the provisions termination, satisfaction or discharge of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it actsservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing-of notices to Securityholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Company shall indemnify the Trustee against any and all lossesloss, liabilities, damages, claims liability or expenses expense (including reasonable attorneys' fees) incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.7) and of defending itself against any claim claims (whether asserted by any Securityholder, the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faithotherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own willful misconduct, negligence or bad faith. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Trustee's right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or indebtedness of the Company. The Company's payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.1(7) or (10) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity Trustee shall from time to time agree in which it actswriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out- of-pocket expenses incurred Incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s 's agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to (including reasonable attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its gross negligence, willful misconduct or bad faithduties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The defense of the claim; PROVIDED that the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel if the actual or potential defendants in, or the targets of, any such claim include both the Trustee and the Company and the Trustee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Company. The Trustee will not, without the prior written consent of the Company, settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which indemnification may be sought hereunder. The Company need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense Incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own wilful misconduct, negligence or bad faith. To secure the Company’s 's payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien The Company's payment obligations pursuant to this Section 7.7 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs Incurs expenses or renders services after an Event the occurrence of a Default specified in Section 7.01(96.1(6) or (107) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableLaw.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee shall from time to time agree in writing for Trustee, including for any Agent capacity in 's services which it acts. The Trustee’s compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesaccordance with any provision of this Indenture. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s 's agents and counsel. The Company shall also covenants to indemnify the Trustee against and each predecessor Trustee for, and to defend and hold it harmless from and against, any and all lossesloss, liabilitiesliability, damagesclaim, claims action, damage, demand, judgment, decree or expenses expense incurred by it, including in any Agent capacity in which it actswithout gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the reasonable costs and expenses of defending itself against or investigating any claim of liability in the premises. The Trustee shall not be under any obligation to institute any suit, or to take any remedial action under this Indenture, including or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all reasonable compensation for services, costs and expenses of enforcing this Indenture expenses, outlays, and counsel fees and other disbursements, and against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or all 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 not due to its misconduct, gross negligence, willful misconduct negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure ; however, the failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder unless the Company is prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Before the Company assumes the defense of such claim, the Trustee may have separate counsel and the Company shall pay for such counsel's reasonable fees and expenses, provided, however, once the Company has assumed such defense, the Company shall have no obligation to pay, except as provided below, for fees and expenses of such counsel. If, however, such counsel advises the Company and the Trustee as to such claim that the posture of the Company is or may be inconsistent with the posture of the Trustee, then the Trustee may resume the defense of such claim with its counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel incurred after that time. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability incurred by the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through gross negligence or removal of the Trusteebad faith. To secure the Company’s 's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture. When If the Trustee incurs expenses or renders services after an Event event of Default default specified in Section 7.01(96.01(4) or (105) hereof occurshas occurred, the expenses and the compensation for the services any such expense (including the reasonable fees and expenses of its agents and counsel) and compensation for such services are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablebankruptcy law.