Common use of Compensation and Indemnity Clause in Contracts

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. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA 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 hereunderhereunder 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges damages, claims or expenses incurred by them it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.078.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or negligence, willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionor bad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 7.07 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.078.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k7.01(9) or (l10) 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 applicable bankruptcy lawBankruptcy Code. The Trustee shall comply with the provisions of Section TIA § 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as the parties shall agree 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, charges 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, on a joint jointly and several basisseverally, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilitiesclaims, charges damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by them it arising out of of, or in connection with with, the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s 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 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Holdings and 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 shall be attributable determined to have been caused by its gross own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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, 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or satisfaction and discharge and the International Security Agenttermination of this Indenture. To secure the Company’s ’s, Holdings’ and the Guarantors’ payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any Agentof the provisions of this Indenture, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(f) or (lg) 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 applicable bankruptcy lawBankruptcy Law. “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 Section TIA § 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company Issuer shall pay to the Trustee from time to time reasonable such compensation as the Trustee and the Issuer shall from time to time agree in writing for its acceptance of this Indenture and services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges 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, on a joint and several basis, Issuer shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges damages, claims or expenses (including reasonable attorneys' fees or taxes (other than taxes based on the income of the Trustee)) incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this Indenture and the International Security Agent’s performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the CompanyIssuer, 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 or negligence, willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionor bad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company Issuer shall not relieve the Company or the Guarantors Issuer of their its obligations hereunder. The Company Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer 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 Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s payment obligations of the Issuer in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent Trustee shall have a Lien prior to the claims of the Holders of 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j6.01(g) hereof or clause (i), (kii) or (liii) of Section 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA ss. 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as the Company and Trustee 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(e) or (lf) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable time, and the Trustee shall be entitled to, such compensation for its acceptance of this Indenture as may be agreed upon by the Company and services hereunderthe Trustee. 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, advances, charges disbursements and expenses advances incurred or made by it in addition to connection with the compensation for performance of its servicesduties and the discharge of its obligations under this Indenture. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directorsTrustee and its agents, employees, agents officers, stockholders and affiliates against directors for, and hold them harmless against, any loss, liability or expense including taxes (other than taxes based on the income of the Trustee) and all losses, liabilities, charges or reasonable attorneys’ fees and expenses incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture defending themselves against the Company and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor or any and Holder or any other personPerson) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Company to so notify the Company Trustee shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense at the Company’s expense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Company and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee; provided, further, that, unless the Company otherwise agrees in writing, the Company shall not be liable to pay the fees and expenses of more than one counsel at any given time located within one particular jurisdiction. The Company need not pay for any settlement made without its consent, 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 and extent incurred by the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through its negligence, bad faith or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(6) or (l7) hereof occurs, such expenses (including the reasonable charges and expenses of its counsel) 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 applicable bankruptcy law. The Trustee and shall comply with the provisions of Section 313(b)(2) of the TIA be paid to the extent applicableallowed under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation 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 mutually agreed upon by the Company and the Trustee. 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, charges 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, on a joint jointly and several basisseverally, shall indemnify the TrusteeTrustee (which for purposes of this Section 7.07 shall include its officers, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employeesstockholders, agents employees and affiliates agents) against any and all claims, damage, losses, liabilities, charges liabilities or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, any Guarantor Company or any Holder or any other personPerson) 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 their negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 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 Agent, expense or indemnify against any loss or liability the Collateral Agent Trustee incurs as a result of its gross negligence or the International Security Agentwillful misconduct. To secure the Company’s payment and the Subsidiary Guarantors’ obligations in under this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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, any Agent, the Collateral Agent or the International Security Agent. Such Lien shall constitute a Permitted Lien under this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(a)(vii) or (lviii) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA Bankruptcy Law without any need to the extent applicabledemonstrate substantial contribution under Bankruptcy Law.

Compensation and Indemnity. The Company shall Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as the parties shall agree 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, charges 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, on a joint jointly and several basisseverally, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilitiesclaims, charges damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by them it arising out of of, or in connection with with, the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s 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 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Holdings and 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 shall be attributable determined to have been caused by its gross own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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, 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or satisfaction and discharge and the International Security Agenttermination of this Indenture. To secure the Company’s ’s, Holdings’ and the Guarantors’ payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any Agentof the provisions of this Indenture, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(f) or (lg) 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 applicable bankruptcy lawBankruptcy Law. 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 Section 313(b)(2) of the TIA 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 services hereunder and services hereunderunder the Notes as the Company and the Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective its directors, employeesofficers, employees and agents and affiliates against any and all lossesloss, liabilitiesliability, charges 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 them arising out it without willful misconduct or gross negligence, as determined by a final nonappealable order of or a court of competent jurisdiction, on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties hereunder and under this Indenturethe Notes, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionotherwise). The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company need not shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay for any settlement made without its consent, which consent the fees and expenses of such counsel; provided that the Company 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentTrustee in connection with such defense. To secure the Company’s payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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. 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 the any resignation or removal of the TrusteeTrustee under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, any Agentwhen the Trustee incurs fees, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event the occurrence of a Default specified in clause (7) or clause (8) of Section 6.01(j6.1(a), (k) or (l) hereof occurs, 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunderthe Trustee’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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directorsTrustee and its agents, employees, agents stockholders and affiliates against directors and officers for, and hold them harmless against, any and all lossesloss, liabilities, charges liability or expenses expense incurred by them (including attorney’s fees and expenses) arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, any Guarantor 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 lossnegligence, liability or expense may be attributable to its gross negligence bad faith or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionon their part. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly promptly, in writing, of any claim asserted against the Trustee for which it may seek indemnity. Failure At the Trustee’s sole discretion, the Company shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. 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 and extent incurred by the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through its negligence, bad faith or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and Indenture, when the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(g) or (lh) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section 313(b)(2) obligation of the TIA to Company under this Section 7.07 shall survive the extent applicableresignation or removal of the Trustee and the termination or satisfaction and discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as the Company and Trustee shall agree in writing. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges damages, claims or expenses incurred by them it arising out of or in connection with the acceptance or of its duties and the administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionset forth below. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 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 Trustee, any Agent, the Collateral Agent or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(vii) or (lviii) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from time to time reasonable such compensation for its acceptance of this Indenture services as shall from time to time be agreed to in writing by the Company and services hereunderthe Trustee. 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, charges 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 Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilities, charges liability or expenses expense (including reasonable attorneys’ fees) incurred by them arising out of or it in connection with the acceptance or and administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the 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 Trustee shall extend to its officers, directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentassigns. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, Trustee and the Collateral Agent or the International Security Agentdischarge of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j6.01(h), (ki) or (lj) 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 applicable bankruptcy lawthe Bankruptcy Law. The Trustee shall comply with the provisions of this Section 313(b)(2) shall survive the resignation or removal of the TIA to Trustee and the extent applicabletermination of this Indenture.

Compensation and Indemnity. The Company shall covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time reasonable such compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time mutually agree in writing. 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 (including attorneys’ fees and expenses), advances, charges disbursements and expenses advances incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services, except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents and counsel. The Trustee shall provide the Company and reasonable notice of any expenditure not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agentsits officers, the Collateral Agent, the International Security Agent, their respective directors, employees, agents employees and affiliates any predecessor Trustees against any and all lossesloss, liabilitiesdamage, charges claim (whether asserted by the Company, a Holder or expenses any other Person) liability or expense (including reasonable attorneys’ fees and expenses) (other than taxes applicable to the Trustee’s compensation hereunder) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim of which a Trust Officer has received written notice and for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee so to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the sole judgment of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee. 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 without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation withheld or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentdelayed. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent Trustee (including any predecessor 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 satisfaction, discharge and discharge termination of this Indenture and Indenture, the resignation or removal of the TrusteeTrustee and any discharge of this Indenture including any discharge under any bankruptcy law. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(f) or (l6.01(g) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall and the Guarantor jointly and severally agree to pay to the Trustee from time to time reasonable such compensation as agreed to by the Company, the Guarantor and the Trustee, for its acceptance of this Indenture and its 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 and the Guarantor jointly and severally agree to reimburse the Trustee promptly upon request for all reasonable and documented disbursements, advances, charges advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, on a joint Guarantor jointly and several basis, shall severally agree to indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, Trustee or any predecessor Trustee and their respective directorsagents, employees, agents officers and affiliates directors for and to hold them harmless against any and all lossesloss, liabilitiesliability, charges damage, claim, or expense (including reasonable and documented fees and expenses of counsel and taxes, other than taxes based upon, measured by or determined by the income of the Trustee) incurred by them it arising out of or in connection with this Indenture or the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenturetrust, including the reasonable and documented costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and of defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantor, any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderPerson), except to as set forth in the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionnext paragraph. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnity. Failure by the Trustee; however, an Agent, the Collateral Agent or the International Security Agent failure to so notify the Company give such notice shall not relieve the Company or the Guarantors Guarantor of their obligations hereunderobligations. 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 Guarantor 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 Notwithstanding anything herein to the contrary, neither the Company nor the Guarantor shall be obligated to reimburse any fee or expense or indemnify against any loss, liability, damage, claim or expense incurred by the Trustee through negligence or willful misconduct. To secure the payment obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations Guarantor in this Section 7.076.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 premium, if any, and Additional Amounts, if any, and interest on particular Notesthe Securities. Such Lien lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k5.01(iv) or (lv) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy 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 hereunderthe Securities as the Company and the Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee and its respective officers, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, employees and agents and affiliates against any and all lossesloss, liabilities, charges liability or expenses incurred expense (including attorneys’ fees) Incurred by any of them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own wilful misconduct or the International Security Agentnegligence. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or and removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentTrustee hereunder. When the Trustee, any Agent, Trustee Incurs expenses after the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event occurrence of a Default specified in Section 6.01(j), (k6.01(6) or (l7) 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 applicable bankruptcy lawthe Bankruptcy Law. The Trustee shall will comply with the provisions of Section TIA § 313(b)(2) of the TIA 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 all services rendered by it 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directorsTrustee and its agents, employees, agents attorneys-in-fact, officers, directors and affiliates against shareholders for, and hold it harmless against, any and all lossesloss, liabilitiesdamage, charges claims, liability or expenses incurred expense, including taxes (other than franchise taxes imposed on the Trustee and taxes based upon, measured by them or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the Trustee’strust or trusts hereunder (including its services as Registrar or Paying Agent, if so appointed by the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this IndentureCompany), including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 that such loss, damage, claim, liability or expense may be attributable is due to its gross own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in 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 shall 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge violation of this Indenture and by the resignation Trustee, or removal arising out of the Trustee, any Agent, the Collateral Agent ’s negligence or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(8) or (l9) 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 applicable bankruptcy lawBankruptcy Law. 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 Section 313(b)(2) any Trustee, the discharge of the TIA 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 this Indenture and services, including extraordinary services hereundersuch 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, charges 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 Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee and its officers, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, employees and agents and affiliates against any and all lossesloss, liabilities, charges liability or expenses incurred by them expense (including attorneys’ fees) arising out of its acceptance of this trust or incurred by any of them in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including under this Section 7.07) and defending itself against ). The Trustee shall notify the Company promptly of any claim (whether asserted by any Securityholder or the Company, any Guarantor or any Holder or any other person) or liability in connection with for which it may seek indemnity. Failure by the exercise or performance of any Trustee to so notify the Company shall not relieve the Company of its powers obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or duties hereunder, except to the extent indemnify against any such loss, liability or expense may be attributable to its incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence or willful misconduct bad faith as determined by the final a final, non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, Trustee and the Collateral Agent or the International Security Agentdischarge of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(7) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. (a) The Company Owner Trustee shall pay to the Indenture Trustee from time to time (i) reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s services, which 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 , (ii) reimbursement for all reasonable disbursements, advances, charges and out-of-pocket expenses incurred or made by it the Indenture Trustee in addition to connection with the compensation for performance of its services. Such expenses shall include duties under this Agreement (including the reasonable compensation, disbursements compensation and expenses of the Indenture Trustee’s agents 's counsel and counsel. The Company any agent appointed in accordance with Section 9.02(c)), and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates (iii) indemnification against any and all losses, liabilities, charges loss or expenses liability incurred by them it arising out of or in connection with the its acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and trust or trusts hereunder except (A) as such expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other person) loss or liability in connection with might result from 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 or willful misconduct as determined of the Indenture Trustee or the inaccuracy of any representation or warranty of the Indenture Trustee in its individual capacity in Section 8 of the Participation Agreement or failure by the final non-appealable judgment Indenture Trustee to perform its payment and investment obligations hereunder, (B) as otherwise provided in Section 9.10 and (C) as otherwise excluded by the terms of Sections 7(b) and 7(c) of the Participation Agreement from the Company's indemnities under said Sections; provided, that the Indenture Trustee shall not make any claim under this Section 9.06(a) for any claim or expense indemnified against by the Company under the Participation Agreement without first making demand on, and pursuing such demand on a court reasonable basis for a reasonable length of competent jurisdictiontime, the Company for payment of such claim or expense. The Trustee, each Agent, the Collateral Agent and the International Security Agent Indenture Trustee shall notify the Owner Trustee and the Company promptly of any claim for which it may seek indemnityis entitled to be indemnified hereunder. Failure by Subject to the Trustee, an Agentconditions and procedures equivalent to those set forth in Sections 7(b) and 7(c) of the Participation Agreement, the Collateral Agent or Owner Trustee shall defend the International Security Agent to so notify claim and the Company Indenture Trustee shall not relieve cooperate in the Company or the Guarantors of their obligations hereunderdefense. The Company Indenture Trustee may have separate counsel and the Owner Trustee shall pay the reasonable fees and expenses of such counsel. The Owner Trustee 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicable's consent.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing 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 shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances, charges 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, on a joint jointly and several basisseverally, shall indemnify the TrusteeTrustee for, and hold the AgentsTrustee harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesdamage, charges claim, liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenture, hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company and or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Company, Company or any Guarantor or any Holder or any other person) 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionperformance). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee may have separate counsel and the Company shall pay the 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 7.07 shall survive the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(a)(6) or (l7) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as shall be mutually agreed upon in writing. 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, charges 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 and with reasonable notice of any expense not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, each predecessor Trustee and their respective directorsagents for, employeesand hold each of them harmless against, agents and affiliates against any and all lossesloss, liabilitiesliability, charges damage, 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 them arising out of or it in connection with the acceptance or administration of the Trustee’sthis trust, the Agents’performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the Collateral Agent’s and the International Security Agent’s duties under provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 and duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. The Company need not pay for any settlement made without its consent, . The Trustee shall notify the Company promptly of any claim for which consent it may seek indemnification; provided that failure to give such notice shall not be unreasonably withheld. The obligations of relieve the Company and the Guarantors of its obligations under this Section 7.07 shall survive 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own negligence or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.077.06, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 the satisfaction and discharge of this Indenture and the any resignation or removal of the Trustee, Trustee and any Agent, the Collateral Agent or the International Security Agenttermination of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(g) or (lSection 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

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 services as the Company and services hereunderthe Trustee shall from time to time agree in writing. 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, advances, charges expenses (including costs of collection) and expenses advances 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 agrees to indemnify the Trustee (in any capacity under this Indenture including as Trustee, Agent or Securities Custodian) and each of its officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the GuarantorsTrustee’s agents and counsel), loss or liability incurred by it without negligence, willful misconduct or bad faith on a joint and several basis, shall indemnify the part of the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or and the administration of the Trustee’sthis trust and its rights or duties hereunder, including, without limitation, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any investigation, claim or liability (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee; provided, an Agenthowever, the Collateral Agent or the International Security Agent that any failure to so notify the Company shall not relieve the Company or the Guarantors of their its indemnity obligations hereunder. The Company shall defend the claim and the Trustee shall 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 the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation need not reimburse any expense or removal of the Trustee, indemnify against any Agent, the Collateral Agent loss or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent shall have a Lien prior liability to the Notes on all money or property held or collected extent incurred by the TrusteeTrustee through its negligence, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation bad faith or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k8.1(v) or (lvi) 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 applicable bankruptcy lawBankruptcy Law. The Trustee Company’s obligations under this Section 9.7 shall comply with survive the provisions of Section 313(b)(2) resignation or removal of the TIA 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 hereunderhereunder as the parties shall agree in writing 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 shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges 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, on a joint jointly and several basisseverally, shall indemnify the TrusteeTrustee (which for purposes of this Section 7.7 shall include its officers, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents employees and affiliates agents) against any and all claims, damages, losses, liabilities, charges liabilities or expenses (including attorneys’ fees) incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and defending itself against any claim (whether asserted by the Company, any Guarantor 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, hereunder except to the extent any such loss, claim, damage, liability or expense may be attributable to its gross negligence or negligence, willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionor bad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. 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 7.07 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, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Agentof the provisions of this Indenture, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l6.1(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 applicable bankruptcy lawBankruptcy Law. “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 Section TIA § 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture services hereunder and services hereunderunder the Securities and the Subsidiary 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilitiesliability, charges damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by them arising out of it without willful misconduct or negligence on its part in connection with the acceptance or and administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s 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 and the Guarantors (including this Section 7.07) 7.7), the Securities and the Subsidiary Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionotherwise). The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company need not shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay for any settlement made without its consent, which consent the fees and expenses of such counsel; provided that the Company 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentTrustee in connection with such defense. To secure the Company’s payment obligations Obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation Indenture. 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 removal Indebtedness of the TrusteeCompany. 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, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), clause (k7) or clause (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

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 hereunderexpenses, disbursements and advances of the Trustee'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 indemnify the Trustee promptly upon request for all reasonable disbursementsfor, advancesand hold it harmless against, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilities, charges liability or expenses incurred by them expense (including reasonable attorneys' fees) arising out of or incurred by it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s trust created by this Indenture and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 as set forth in the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionnext paragraph. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend any such claim and the Trustee shall cooperate in the defense 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own willful misconduct, any Agent, the Collateral Agent negligence or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and discharge of this Indenture and the resignation or removal of the TrusteeTrustee and discharge of this Indenture. Subject to any other rights available to the Trustee under applicable bankruptcy law, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(g) or (lSection 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA 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 hereunderservices. 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, charges 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 Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents Trustee and affiliates hold it harmless against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 (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 negligence duties hereunder and regardless of whether any claim involves the Company, Holders or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionany third party. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend any third party claim and the Trustee may select separate counsel to represent it with respect to such claim, and the Company shall pay the 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own willful misconduct or the International Security Agentgross negligence. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 after the occurrence of a Default specified in Section 6.01(a)(viii) or (ix) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. This Section shall survive the termination of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company Company, failing which each Subsidiary Guarantor, shall pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Company, failing which each Subsidiary Guarantor, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges 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 compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company and Company, failing which the Subsidiary Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilities, charges liability or expenses expense (including attorneys’ fees and expenses) incurred by them it without willful misconduct, negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this trust and the Trustee’sperformance of its duties hereunder (including the costs and expenses of defending itself against any claim, whether asserted by the Company, the Agents’Subsidiary Guarantors, the Collateral Agent’s any Holder or any other Person and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction7.6)). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Subsidiary Guarantors of their respective obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in such defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall may not be unreasonably withheld. The obligations of Company shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct, any Agent, the Collateral Agent negligence or the International Security Agentbad faith. To secure the Company’s payment obligations in this Section 7.077.6, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (kSections 6.1(a)(6) or (l6.1(a)(7) hereof occurswith respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary, 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 applicable bankruptcy Federal or State bankruptcy, insolvency or other similar law. The Trustee Company’s obligations under this Section 7.6 and any claim arising hereunder shall comply with survive the provisions resignation or removal of Section 313(b)(2) any Trustee, the satisfaction and discharge of the TIA Company’s obligations pursuant to Article 8 and any rejection or termination under any applicable Federal or State bankruptcy, insolvency or other similar law, and the extent applicabletermination of this 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. 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, charges 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, on a joint and several basis, Guarantors shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and defending itself against any claim (whether asserted by the 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 negligence, bad faith or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of 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 7.07 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 Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.1(i) or (lj) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as shall be mutually agreed upon in writing. 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, charges 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 and with reasonable notice of any expense not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, each predecessor Trustee and their respective directorsagents for, employeesand hold each of them harmless against, agents and affiliates against any and all lossesloss, liabilitiesliability, charges damage, 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 them arising out of or it in connection with the acceptance or administration of the Trustee’sthis trust, the Agents’performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the Collateral Agent’s and the International Security Agent’s duties under provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 and duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. The Company need not pay for any settlement made without its consent, . The Trustee shall notify the Company promptly of any claim for which consent it may seek indemnification; provided that failure to give such notice shall not be unreasonably withheld. The obligations of relieve the Company and the Guarantors of its obligations under this Section 7.07 shall survive 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own negligence or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.077.06, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 the satisfaction and discharge of this Indenture and the any resignation or removal of the Trustee, Trustee and any Agent, the Collateral Agent or the International Security Agenttermination of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(h) or (lSection 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing, from time to time reasonable compensation time, for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 the Guarantorseach Subsidiary Guarantor, on a joint jointly and several basisseverally, shall indemnify each of the TrusteeTrustee or any predecessor Trustee and their agents for, the Agentsand hold them harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesdamage, charges claims, liability or expenses incurred expense, including taxes (other than taxes based upon, measured by them or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenturetrust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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, or in connection with enforcing the provisions of this Section, except to the extent any that such loss, damage, claim, liability or expense may be attributable is due to its gross own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense 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. 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (kf) or (lg) 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 applicable bankruptcy lawfederal 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) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as mutually agreed to in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee (in its capacity as Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates ) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, liabilitiesclaims, charges damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses incurred and reasonable attorneys fees (for purposes of this Article 7, “losses”) Incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 losses may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and Indenture, the resignation or removal of the Trustee, any Agent, Trustee and payment in full of the Collateral Agent or the International Security AgentNotes. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs Trustee Incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(ix) or (lx) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 the GuarantorsGuarantors shall, on a joint jointly and several basisseverally, shall indemnify the TrusteeTrustee for, the Agentsand hold it harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges loss or expenses liability or expense incurred by them arising out of it without gross negligence or bad faith on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this Indenture and the International Security Agent’s its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, or liability and of complying with any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionNotes. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company or any Guarantor is materially prejudiced thereby. The Company need not shall defend the claim and the Trustee shall cooperate in the defense. Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. Neither the Company 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 and nor any Guarantor shall be required to reimburse any expense or indemnity against loss or liability incurred by the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through gross negligence or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentbad faith. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (k7) or (l) 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 applicable bankruptcy lawfederal 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) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as agreed upon in writing for its acceptance of this Indenture and services hereunder. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee or any predecessor Trustee and their officers, the Agentsagents, the Collateral Agentdirectors and employees for, the International Security Agentand to hold them harmless against, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges claims, damages or expenses (including taxes other than taxes based upon the income of the Trustee) incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties trust or trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 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, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee. In addition to and without prejudice to its other rights hereunder, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(7) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

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. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.06) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionfailure to act in good faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 7.07 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 Trustee, any Agent, the Collateral Agent or the International Security Agentthis Indenture. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 resignation or removal termination of this Indenture. In addition and without prejudice to its rights hereunder, when the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (kSections 6.01(ix) or (lx) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee and any predecessor Trustee from time to time reasonable such compensation for its acceptance of this Indenture services as shall from time to time be agreed to in writing by the Company and services hereunderthe Trustee. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilities, charges liability or expenses expense (including documented attorneys’ fees) incurred by them arising out of or it in connection with the acceptance or and administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the 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 Trustee shall extend to its officers, directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentassigns. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, Trustee and the Collateral Agent or the International Security Agentdischarge of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j6.01(h), (ki) or (lj) 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 applicable bankruptcy lawthe Bankruptcy Law. The Trustee shall comply with the provisions of this Section 313(b)(2) shall survive the resignation or removal of the TIA to Trustee and the extent applicabletermination of this 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 hereunderservices. 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, charges 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 the Guarantorseach Subsidiary Guarantor, on a joint jointly and several basisseverally, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilities, charges liability or expenses expense (including reasonable attorneys' fees) incurred by them arising out of or it in connection with the acceptance or and administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors any Subsidiary Guarantor of their its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the 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 Trustee shall extend to its officers, directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentassigns. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, Trustee and the Collateral Agent or the International Security Agentdischarge of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(6) or (l7) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderhereunder as shall be mutually agreed upon in writing. 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, charges 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 and with reasonable notice of any expense not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, each predecessor Trustee and their respective directorsagents for, employeesand hold each of them harmless against, agents and affiliates against any and all lossesloss, liabilitiesliability, charges damage, 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 them arising out of or it in connection with the acceptance or administration of the Trustee’sthis trust, the Agents’performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the Collateral Agent’s and the International Security Agent’s duties under provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 and duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. The Company need not pay for any settlement made without its consent, . The Trustee shall notify the Company promptly of any claim for which consent it may seek indemnification; provided that failure to give such notice shall not be unreasonably withheld. The obligations of relieve the Company and the Guarantors of its obligations under this Section 7.07 shall survive 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own negligence, any Agent, the Collateral Agent bad faith or the International Security Agentwillful misconduct. To secure the Company’s 's payment obligations in this Section 7.077.06, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 the satisfaction and discharge of this Indenture and the any resignation or removal of the Trustee, Trustee and any Agent, the Collateral Agent or the International Security Agenttermination of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(g) or (lSection 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

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. The To the extent permitted by law, 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, charges 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, on a joint and several basis, Subsidiary Guarantors shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Subsidiary Guarantors (including this Section 7.077.7) and defending itself against any claim (whether asserted by the Company, any Guarantor the Subsidiary 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, hereunder except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company and the Subsidiary Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company and the Subsidiary Guarantors shall not relieve the Company or and the Subsidiary Guarantors of their 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 7.07 7.7 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s 's and the Subsidiary Guarantors' payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), 6.1 (kviii) or (lix) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA ss. 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time reasonable such compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time mutually agree in writing. 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 (including attorneys’ fees and expenses), advances, charges disbursements and expenses advances incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services, except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents and counsel. The Trustee shall provide the Company and reasonable notice of any expenditure not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agentsits officers, the Collateral Agent, the International Security Agent, their respective directors, employees, agents employees and affiliates any predecessor Trustees against any and all lossesloss, liabilitiesdamage, charges claim (whether asserted by the Company, a Holder or expenses any other Person) liability or expense (including reasonable attorneys’ fees and expenses) (other than taxes applicable to the Trustee’s compensation hereunder) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim of which a Trust Officer has received written notice and for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee so to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the sole judgment of the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee. 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 without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation withheld or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentdelayed. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent Trustee (including any predecessor 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 satisfaction, discharge and discharge termination of this Indenture and Indenture, the resignation or removal of the TrusteeTrustee and any discharge of this Indenture including any discharge under any bankruptcy law. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(e) or (l6.01(f) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time agree in writing. 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, advances, charges expenses and expenses advances 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 and the Guarantors, on a joint and several basis, shall indemnify each of the Trustee (in its capacity as Trustee, the Agents, the Collateral Agent, the International Security Agent, ) and any predecessor Trustee and each of their respective officers, directors, employees, 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 affiliates against any and all lossescounsel), liabilitiesloss, expenses, fees or charges (including taxes (other than taxes based upon the income of the Trustee)) or expenses liability incurred by them without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s their rights or duties under this Indenture, hereunder including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment hereunder (including enforcement of a court of competent jurisdictionthis indemnity). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any third party claim asserted against the Trustee for which it may seek indemnity. Failure by The Company shall defend such claim and the Trustee, an Agent, Trustee shall provide reasonable cooperation at the Collateral Agent or Company’s expense in the International Security Agent to so notify defense. The Trustee may have separate counsel and the Company shall not relieve pay the Company or the Guarantors reasonable fees and expenses of their obligations hereundersuch 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 and the Guarantors under this Section 7.07 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 Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.076.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentSecurities. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k5.01(5) or (l6) 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 applicable bankruptcy lawBankruptcy Law. The Trustee Company’s obligations under this Section 6.07 and any lien arising hereunder shall comply with survive the provisions of Section 313(b)(2) resignation or removal of the TIA 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 such compensation as shall be agreed upon in writing, from time to time reasonable compensation time, for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 the Guarantorseach Subsidiary Guarantor, on a joint jointly and several basisseverally, shall indemnify each of the TrusteeTrustee or any predecessor Trustee and their agents for, the Agentsand hold them harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesdamage, charges claims, liability or expenses incurred expense, including taxes (other than taxes based upon, measured by them or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenturetrust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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, 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 own negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense 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. 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (kf) or (lg) 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 applicable bankruptcy lawfederal 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) of the TIA to the extent applicable.

Compensation and Indemnity. The Issuer and the Company jointly and severally shall pay to the Trustee (and any co-trustee appointed pursuant to and in accordance with Section 7.12) from time to time reasonable compensation for its acceptance services as shall be agreed to from time to time between the Company and the Trustee (or such co-trustee, as the case may be) in connection with the administration and execution of this Indenture and services hereunderany amendments thereto. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer and the Company, jointly and severally, shall reimburse the Trustee promptly upon request (and shall be jointly and severally liable therefor) for all reasonable disbursements, advances, charges and out-of-pocket expenses properly 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 Issuer and the Guarantors, on a joint and several basis, Company shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective Trustee (which for purposes of this Section 7.07 shall include its directors, employeesofficers, agents employees and affiliates agents) and shall be jointly and severally liable therefor against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 (including attorneys' fees and expenses) incurred by it in connection with the administration of this trust and the performance of its gross negligence duties hereunder or willful misconduct as determined by under the final non-appealable judgment of a court of competent jurisdictionCollateral Agency Agreement. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Issuer and the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, Trustee so to notify the Collateral Agent or the International Security Agent to so notify Issuer and the Company shall not relieve the Company Issuer or the Guarantors Company of their obligations hereunder. The Issuer and the Company shall defend the claim and the Trustee may have separate counsel and the Issuer and the Company shall pay the fees and expenses of such counsel. The Issuer and the Company need not pay reimburse the Trustee for any settlement made without its consentexpense, which consent shall not be unreasonably withheld. The obligations of or indemnify the Company and Trustee against, any loss, liability or expense incurred by the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own willful misconduct, any Agent, the Collateral Agent negligence or the International Security Agentbad faith. To secure the Issuer's and the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and interest on particular Notes. Such Lien The Company's and the Issuer's payment obligations pursuant to this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. Without limiting any other rights available to the Trustee under applicable law, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(h) with respect to the Company or (l) hereof occursthe Issuer, 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time reasonable such compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time mutually agree in writing. 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 (including attorneys’ fees and expenses), advances, charges disbursements and expenses advances incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services, except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents and counsel. The Trustee shall provide the Company and reasonable notice of any expenditure not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agentsits officers, the Collateral Agent, the International Security Agent, their respective directors, employees, agents employees and affiliates any predecessor Trustees against any and all lossesloss, liabilitiesdamage, charges claim (whether asserted by the Company, a Holder or expenses any other Person) liability or expense (including reasonable attorneys’ fees and expenses) (other than taxes applicable to the Trustee’s compensation hereunder) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim of which a Trust Officer has received written notice and for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee so to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate, to the extent reasonable, in the defense of any such claim, and, if (in the opinion of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of separate counsel to the Trustee. 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 without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation withheld or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentdelayed. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent Trustee (including any predecessor 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 satisfaction, discharge and discharge termination of this Indenture and Indenture, the resignation or removal of the TrusteeTrustee and any discharge of this Indenture including any discharge under any bankruptcy law. In addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, any Agent, when the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.01(e) or (l6.01(f) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

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 hereunderservices. 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, charges 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 and the Guarantors, on a joint and several basis, 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, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents ) and affiliates against any including reasonable and all losses, liabilities, charges or documented attorneys’ fees and expenses incurred by them arising out it except as set forth in the last sentence of or this paragraph in connection with the acceptance or administration performance of the Trustee’s, the Agents’, the Collateral Agent’s its duties and the International Security Agent’s duties exercise of its rights under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company Corporation promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company Corporation shall not relieve the Company or Corporation of its obligations hereunder except to the Guarantors of their obligations hereunderextent that the Corporation has been materially prejudiced thereby. 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 This indemnification shall apply to officers, directors, employees, shareholders and the Guarantors under this Section 7.07 shall survive the satisfaction 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, any Agentdirector, employee, shareholder or agent of the Collateral Agent Trustee through willful misconduct or the International Security Agentnegligence. To secure the CompanyCorporation’s payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentSecurities. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.1(4) or (l5) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section 313(b)(2) obligations of the TIA to Corporation under this Section 7.7 shall survive the extent applicabletermination of this Indenture and the resignation 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 the Collateral Documents and services hereunderhereunder and thereunder. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses (including reasonable attorneys' fees) incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this IndentureIndenture and the Collateral Documents, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company of its obligations hereunder or under the Guarantors 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 their obligations hereundersuch 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal termination of the Trustee, any Agent, the Collateral Agent or the International Security AgentDocument. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal termination of the Trustee, any Agent, the Collateral Agent or the International Security AgentDocuments. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (kSections 6.01(9) or (l6.01(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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) of the TIA to the extent applicable.

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. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Fiscal Agent, any predecessor fiscal agent of it and each director, officer, employee and agent of the International Security Agent, their respective directors, employees, agents and affiliates Fiscal Agent or predecessor fiscal agent against any loss, liability, cost, claim, action, demand or expense (including reasonable fees and all losses, liabilities, charges or expenses of legal counsel) incurred by them arising out of or it in connection with its appointment, or the acceptance or administration performance of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenturehereunder, including the all reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and in defending itself against any claim (whether asserted by the Company, any Guarantor 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 lossgross negligence, liability or expense may be attributable to its gross negligence bad faith or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionany such Person. The Trustee, each Agent, the Collateral Agent and the International Security Fiscal Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent indemnity but failure to do so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunderunder 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 of Company need not reimburse any expense or indemnify against any loss or liability incurred by either the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Fiscal Agent or the International Security Agentany predecessor fiscal agent of it through its own gross negligence, bad faith or willful misconduct. To secure In respect of the Company’s payment obligations in this Section 7.077.05, the Trustee, the Agents, the Collateral Agent and the International Security 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 Agreement and the resignation or removal of the Trustee, any Fiscal Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA 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 reasonable compensation for its acceptance of this Indenture and services hereunderagree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents Trustee and affiliates any predecessor Trustee against any and all losses, liabilities, charges loss or expenses liability incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, Company shall defend any claim against the Collateral Agent and the International Security Agent shall notify Trustee of which the Company promptly of any claim for which has notice. The Trustee may have separate counsel, and if it may seek indemnity. Failure by the Trusteedoes, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve pay the Company or the Guarantors reasonable fees and expenses of their obligations hereundersuch 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 and the Guarantors under this Section 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 Trustee, any Agent, the Collateral Agent or the International Security Agentconstitute Indebtedness. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentDebentures. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), (k6.01(4) or (l) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section 313(b)(2) obligations of the TIA to Company under this Section 7.07 shall survive the extent applicablesatisfaction and discharge of this 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 hereunderservices. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilities, charges liability or expenses expense (including reasonable attorneys' fees) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Securityholder, the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionotherwise). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own willful misconduct, any Agent, the Collateral Agent negligence or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(j), (k6.1(7) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 (including reasonable attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionduties hereunder. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent 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 of the claim; PROVIDED that the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel if the actual or potential defendants in, or the Guarantors 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 their obligations 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee's own wilful misconduct, any Agent, the Collateral Agent negligence or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, Trustee Incurs expenses after the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event occurrence of a Default specified in Section 6.01(j), (k6.1(6) or (l7) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunderservices. 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 disbursementsout-of-pocket expenses, advances, charges disbursements and expenses advances incurred or made by it the Trustee in addition to the compensation for its servicesaccordance with this Indenture. Such expenses shall include the reasonable compensation, expenses, disbursements and expenses advances of the Trustee’s 's agents and counsel. The Company and the Guarantors, on a joint and several basis, shall indemnify and hold harmless the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective Trustee and its directors, employees, agents and affiliates employees (including officers) (collectively the "Indemnitees") against any and all losses, liabilities, charges or obligations, damages, penalties, fines, judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable fees and disbursements of counsel) of any kind whatsoever that may be incurred by or imposed on the Indemnitees or any of them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s 's duties under this Indenture; provided, including the costs and expenses of enforcing this Indenture against however, that the Company and the Guarantors need not reimburse any expense or indemnify against any loss, obligation, damage, penalty, fine, judgment, action, suit, proceeding, reasonable cost or expense (including this Section 7.07reasonable fees and disbursements of counsel) and defending itself against of any claim (whether asserted kind whatsoever that may be incurred by the Company, any Guarantor Indemnitees or any Holder or any other person) or liability in connection with of them which results from 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 or willful misconduct as determined by of the final non-appealable judgment Indemnitees or any of a court of competent jurisdictionthem. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim, and the Trustee shall cooperate in the defense. Unless otherwise set forth herein, the Indemnitees or any of them, 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 provisions of the Company and the Guarantors under this Section 7.07 5.07 shall survive the satisfaction and discharge termination of this Indenture and the resignation or removal of the TrusteeTrustee for any reason, including any Agent, the Collateral Agent or the International Security Agenttermination under any bankruptcy law. To secure the Company’s 's payment obligations in this Section 7.075.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j4.01(h) or Section 4.01(i), (k) or (l) hereof occurssuch expenses, the expenses and the compensation due to the Trustee for the services (including the fees and expenses of its agents and counsel) such services, are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable bankruptcy law. The Trustee shall comply with federal or state law for the provisions relief of Section 313(b)(2) of the TIA to the extent applicabledebtors.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation for its acceptance of this Indenture and services hereunderas agreed upon in writing by the parties 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 (including reasonable attorneys’ fees) incurred by it in connection with the performance of its gross negligence duties hereunder and/or the transactions contemplated under this Indenture and the Trustee shall have no liability or willful misconduct as determined by responsibility for any action or inaction on the final non-appealable judgment part of a court of competent jurisdictionany Paying Agent, Registrar, Authentication Agent or any successor trustee. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company of its obligations hereunder 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 may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Guarantors of their obligations hereunderTrustee 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 Trustee shall extend to its officers, directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentassigns. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Sections 6.01(g) or 6.01(h) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. The provisions of this Section 7.07 shall survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunderhereunder such compensation as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall agrees to reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company and the GuarantorsGuarantor, on a joint jointly and several basisseverally, shall indemnify hereby indemnify, defend, and protect the TrusteeTrustee and any predecessor Trustee and hold the Trustee and any predecessor Trustee harmless against, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesliability, charges damage, claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and attorneys’ fees, incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including except as set forth in the costs and expenses of enforcing this Indenture against next following paragraph. The Trustee shall notify the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall and the Guarantor will not relieve the Company or and the Guarantors Guarantor of their obligations hereunder. The Company shall defend the claim and the Trustee shall reasonably 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 Company shall not be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. To secure the payment obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Notesand any Additional Amounts with respect to Securities of any series. Such Lien lien and the Company’s obligations under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(5) or (l6) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon from time to time in writing for its acceptance of this Indenture and services hereunderservices. 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, charges out-of-pocket fees and 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 compensation, fees and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company shall fully indemnify each of the Trustee and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates any predecessor Trustee against any and all lossesloss, liabilitiesliability, charges claim, damage or expenses expense (including reasonable attorneys’ fees and expenses) incurred by them arising out of or it in connection with the acceptance or and administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionPerson). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company of any claim for which it may seek indemnity of which a Responsible Officer has actually received written notice shall not relieve the Company of its obligations hereunder except to the extent such failure shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. If the Trustee is advised by counsel in writing that it may have available to it defenses which are in conflict with the defenses available to the Company, then 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 Guarantors of their obligations hereunderTrustee 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 the Company All indemnifications and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent shall have a Lien prior releases from liability granted hereunder 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA extend to the extent applicableits officers, directors, employees, agents, attorneys, custodians, successors and assigns.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee for its acceptance of the Indenture and services hereunder such compensation as the Company and the Trustee shall from time to time reasonable compensation for its acceptance of this Indenture and services hereunderagree in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall agrees to reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company and the Guarantors, on a joint Guarantors hereby jointly and several basis, shall severally indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilitiesliability, charges damage, claim or expenses expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this the Indenture, including the costs and expenses of enforcing this the Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 as set forth in the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionnext following paragraph. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one firm of 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 . The Company shall not be unreasonably withheldobligated to reimburse the Trustee for any expense or indemnify against any loss or liability incurred by the Trustee to the extent such expense, loss or liability is attributable to the Trustee's negligence or willful misconduct. The To secure the payment obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 of, or premium, if any, interest, if any, or Additional Amounts, if any, on particular Notes. Such Lien and the Company's obligations under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(8) or (l9) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA § 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its acceptance of this Indenture and 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 written request for all reasonable disbursements, advances, charges 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 out-of-pocket expenses of the Trustee’s agents and counsel. The Company and the Guarantors, on a joint and several basis, shall indemnify each of the Trustee or any predecessor Trustee for any loss, liability, damage, claims or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges or expenses ) incurred by them arising out of it, without negligence or bad faith on its part, in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trusteeindemnity promptly upon obtaining knowledge thereof; provided, an Agenthowever, the Collateral Agent or the International Security Agent that any failure to so notify the Company shall not relieve the Company or of its indemnity obligations hereunder unless the Guarantors Company shall have been prejudiced by such failure to notify. 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 their obligations hereundersuch 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 to pay principal and interest on particular NotesSecurities. Such Lien shall lien will survive the satisfaction and discharge of this Indenture and Indenture. If the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(4) or (l5) hereof occurs, 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 any applicable bankruptcy lawBankruptcy Law. The Trustee This Section 7.07 shall comply with survive the provisions of Section 313(b)(2) resignation or removal of the TIA to Trustee and the extent applicabletermination of this 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. The Trustee’s (which 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, advances, charges disbursements and expenses advances 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 Company 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 the Guarantorspowers under this Indenture, on a joint and several basis, until it shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates be indemnified to its satisfaction against any and all lossesreasonable expenses, liabilitiesdisbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture, charges including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its negligence or expenses willful misconduct. The Company shall indemnify the Trustee against any loss or liability incurred by them arising out of or it in connection with the acceptance or and administration of the trust and its duties hereunder as Trustee’s, the Agents’, the Collateral Registrar and/or Paying Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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 the Trustee, an Agentsuch failure, the Collateral Agent or failure of the International Security Agent Trustee to so promptly notify the Company shall not relieve limit its right to indemnification. The Company shall defend each such claim and the Trustee shall cooperate in the defense. The Trustee may retain separate counsel and the Company or shall reimburse the Guarantors Trustee for the reasonable fees and expenses of their obligations hereundersuch 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through negligence or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s 's payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentSecurities. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 6.01(j), (k5.01(5) or (l) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section 313(b)(2) obligations of the TIA to Company under this Section 6.07 shall survive the extent applicableregistration or removal of the Trustee and the termination, satisfaction or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and services hereunder. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee or any predecessor Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(g) or (lh) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA ss. 313(b)(2) of the TIA 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 hereunderhereunder as the Company and the Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges damages, claims, penalties, fines or expenses (including reasonable attorneys’ fees and expenses) (for purposes of this Section 7.7, “losses”) incurred by them arising out of or it in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, any Guarantor Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderotherwise), except to the extent any such loss, liability or expense losses may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company need shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the 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 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 incurred by the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own willful misconduct, any Agent, the Collateral Agent gross negligence or the International Security Agentbad faith. To secure the Company’s payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and Indenture, the resignation or removal of the Trustee, any Agent, Trustee and payment in full of the Collateral Agent or the International Security AgentSecurities. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (7) of Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture services hereunder (which shall be agreed to from time to time by the Company and services hereunderthe Trustee). 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, advances, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee and each predecessor trustee for, the Agentsand hold it harmless against, the Collateral Agentany loss, the International Security Agentliability, their respective directorsclaim, employees, agents and affiliates against any and all losses, liabilities, charges damage or expenses expense incurred by them the Trustee without negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s its duties under this Indenture, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense (and may employ its own counsel) at the Company'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 and the Guarantors under this Section 7.07 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, any Agent, the Collateral Agent 's negligence or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Indenture and the resignation or removal of the its capacity as Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), clause (k6) or (l7) 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 applicable bankruptcy lawBankruptcy Law. 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 Section 313(b)(2) any Trustee, the discharge of the TIA 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 such compensation for its acceptance of this Indenture and services hereunderhereunder as shall be agreed upon in writing. 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, charges 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 and with reasonable notice of any expense not in the Guarantors, on a joint and several basis, ordinary course of business. The Company shall indemnify each of the Trustee, the Agents, the Collateral Agent, the International Security Agent, each predecessor Trustee and their respective directorsagents for, employeesand hold each of them harmless against, agents and affiliates against any and all lossesloss, liabilitiesliability, charges damage, 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 them arising out of or it in connection with the acceptance or administration of the Trustee’sthis trust, the Agents’performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the Collateral Agent’s and the International Security Agent’s duties under provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 and duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. The Company need not pay for any settlement made without its consent, . The Trustee shall notify the Company promptly of any claim for which consent it may seek indemnification; provided that failure to give such notice shall not be unreasonably withheld. The obligations of relieve the Company and the Guarantors of its obligations under this Section 7.07 shall survive 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee’s own negligence, any Agent, the Collateral Agent bad faith or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.077.06, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 the satisfaction and discharge of this Indenture and the any resignation or removal of the Trustee, Trustee and any Agent, the Collateral Agent or the International Security Agenttermination of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(f) or (lSection 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges 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, on a joint and several basis, Guarantors shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this IndentureIndenture (including, but not limited to, its duties under Section 9.06 hereof), including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Company and 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their obligations hereunder. 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s 's and the Guarantors' payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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. Compensation, reimbursement and the resignation or removal indemnification of the Trustee, any Agent, Trustee under this Section 7.07 is not subordinated to Senior Debt of the Collateral Agent or the International Security AgentCompany. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(i) or (lj) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA ss. 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing from time to time by the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances, charges advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The obligations of the Company and the Guarantors under this Section 7.7 to compensate and indemnify the Trustee and its agents and to reimburse the Trustee for its reasonable expenses shall survive the termination of the Company's obligations hereunder and the satisfaction and discharge of this Indenture. The Company and the Guarantors, on a joint jointly and several basisseverally, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, its employees, agents officers, directors and affiliates agents, and any predecessor trustee against any and all losses, liabilities, charges damages, claims, or expenses expenses, including taxes (other than taxes based on the income of the Trustee), incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including except as set forth in the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionnext paragraph. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnityindemnity of which a Responsible Officer has received written notice. Failure by The Company shall defend the Trustee, an Agent, claim and the Collateral Agent or Trustee shall cooperate in the International Security Agent to so notify defense. The Trustee may have separate counsel and the Company shall not relieve pay the Company or the Guarantors reasonable fees and expenses of their obligations hereundersuch 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through its own negligence or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s 's payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee. Compensation, any Agent, reimbursement and indemnification to the Collateral Agent or the International Security AgentTrustee under this Section 7.7 is not subordinated to Senior Indebtedness. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.1(vi) or (lvii) hereof with respect to the Company 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the -------------------------- Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and services hereunder. The Trustee’s 's and the Agents' compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly and the Agents upon request for all reasonable disbursements, advances, charges expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee's or any Agent's negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's and counselAgents' accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Company and the Guarantors, on a joint and several basis, shall indemnify each of the Trustee, any predecessor Trustee and the AgentsAgents for, the Collateral Agentand hold them harmless against, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesdamage, charges claim, expense or expenses liability including taxes (other than taxes based on the income of the Trustee) incurred by them arising out of the Trustee or an Agent without negligence, willful misconduct or bad faith on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s its duties under this Indenture, including the costs reasonable expenses and attorneys' fees and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 arising hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent Trustee and the International Security Agent Agents shall notify the Company promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity. Failure However, the failure by the Trustee, an Agent, the Collateral Agent Trustee or the International Security Agent to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim and the Trustee or such Agent shall cooperate in the defense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Company's expense. The Trustee or such Agent 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 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 or such Agent as a result of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge violation of this Indenture and by the resignation Trustee or removal of such Agent if such violation arose from the Trustee, any 's or such Agent, the Collateral Agent 's negligence or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentbad faith. When the Trustee, any Agent, the Collateral Agent Trustee or the International Security an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), (ksubsection 6.1(h) or (l) hereof occursi), 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 applicable bankruptcy lawBankruptcy Law. The Company's obligations under this Section 7.7 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee shall comply with or Agent, the discharge of the Company's obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. The provisions of this Section 313(b)(2) 7.7 shall survive the termination of the TIA to the extent applicablethis Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable for the Securities of each series such compensation as shall be agreed upon in writing for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee for the Securities of each series and any predecessor trustee for, the Agentsand hold it harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all lossesloss, liabilitiesclaim, charges damage or expenses liability or expense incurred by them arising out of it without negligence or bad faith on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this Indenture and the International Security Agent’s its duties under this IndentureIndenture and the Securities of such series, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, or liability and of complying with any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionseries. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s payment obligations in this Section 7.077.08, the Trustee, Trustee for the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge Trustee for the Securities of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent series incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (ke) or (lf) 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 applicable bankruptcy lawfederal 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) of the TIA 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. The Trustee’s (which 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, advances, charges disbursements and expenses advances 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 agents and counsel. The Company 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 the Guarantorspowers under this Indenture, on a joint and several basis, until it shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates be indemnified to its satisfaction against any and all lossesreasonable expenses, liabilitiesdisbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture, charges including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its negligence or expenses willful misconduct. The Company shall indemnify the Trustee against any loss or liability incurred by them arising out of or it in connection with the acceptance or administration of the trust and its duties hereunder as Trustee’s, the Agents’, the Collateral Registrar and/or Paying Agent’s and the International Security Agent’s duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent 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 the Trustee, an Agentsuch failure, the Collateral Agent or failure of the International Security Agent Trustee to so promptly notify the Company shall not relieve limit its right to indemnification. The Company shall defend each such claim and the Trustee shall cooperate in the defense. The Trustee may retain separate counsel and the Company or shall reimburse the Guarantors Trustee for the reasonable fees and expenses of their obligations hereundersuch 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through negligence or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. To secure the Company’s payment obligations in this Section 7.07Section, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 NotesSecurities. Such Lien shall survive Without prejudice to any other rights available to the satisfaction and discharge of this Indenture and Trustee under applicable law, when the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 6.01(j), (k6.01(5) or (l) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section 313(b)(2) obligations of the TIA Company under this Section 7.07 shall survive the resignation or removal of the Trustee and the termination, satisfaction or discharge of this Indenture. The Trustee, in its capacity as Agent, shall be entitled to the extent applicablebenefits of this Section 7.07.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunderhereunder as the Company and the Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilitiesliability, charges damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by them arising out of it without negligence or willful misconduct on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionotherwise). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company need shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the 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 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own willful misconduct or the International Security Agentnegligence. To secure the Company’s payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (9) of Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 and the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee for, the Agentsand hold it harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges loss or expenses liability or expense incurred by them arising out of it without negligence or bad faith on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this Indenture and the International Security Agent’s its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or any a Holder or any other personPerson) 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionNotes. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation Trustee through negligence or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentbad faith. To secure the Company’s 's payment obligations in this Section SECTION 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (kg) or (lh) 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 applicable bankruptcy lawfederal 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) of the TIA 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. 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, charges 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, on a joint and several basis, Guarantors shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all losses, liabilities, charges liabilities or expenses incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the 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 negligence, bad faith or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionmisconduct. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of 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 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k6.01(h) or (li) 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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA 313(b)(2) of the TIA 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 hereunderhereunder as the Company and the Trustee shall from time to time agree in writing. 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, charges 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 and the Guarantors, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates Trustee against any and all lossesloss, liabilitiesliability, charges damages, claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by them arising out of it without negligence or willful misconduct on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this trust and the International Security Agent’s performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionotherwise). The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company need shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the 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 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of Trustee through the Trustee, any Agent, the Collateral Agent ’s own willful misconduct or the International Security Agentnegligence. To secure the Company’s payment obligations in this Section 7.077.7, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 Special 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 and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security AgentIndenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (9) of Section 6.01(j), (k) or (l) 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 applicable bankruptcy law. The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent applicableBankruptcy 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. 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, charges 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, on a joint and several basis, shall indemnify the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directorsTrustee and its agents, employees, agents officers, directors and affiliates against shareholders for, and hold the same harmless against, any and all losses, liabilities, charges liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by them it arising out of or in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s and the International Security Agent’s its duties under this Indenture, including including, without limitation, the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including including, without limitation, this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionbad faith. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder. The Company shall defend the claim with counsel reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defense 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, Trustee and/or the Collateral Agent satisfaction and discharge or the International Security Agenttermination of this Indenture. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and the resignation or removal of the Trustee, any Agent, Trustee and/or the Collateral Agent satisfaction and discharge or the International Security Agenttermination of this Indenture. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k) or (l6.01(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 applicable bankruptcy lawBankruptcy Law. The Trustee shall comply with the provisions of Section TIA ss. 313(b)(2) of the TIA to the extent applicable.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee (in its capacity as such) from time to time reasonable such compensation for its acceptance of this Indenture services as the Company and services hereunderthe Trustee shall from time to time agree in writing. 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, advances, charges expenses (including costs of collection) and expenses advances 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 agrees to indemnify each of the Trustee (in any capacity under this Indenture including as Trustee, Agent or Securities Custodian) and each predecessor Trustee and each of its officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the GuarantorsTrustee’s agents and counsel), loss or liability incurred by it without negligence, willful misconduct or bad faith on a joint and several basis, shall indemnify the part of the Trustee, the Agents, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges or expenses incurred by them arising out of or in connection with the acceptance or and the administration of the Trustee’sthis trust and its rights or duties hereunder, including, without limitation, the Agents’, the Collateral Agent’s and the International Security Agent’s duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any investigation, claim or liability (whether asserted by the 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee; provided, an Agenthowever, the Collateral Agent or the International Security Agent that any failure to so notify the Company shall not relieve the Company or the Guarantors of their its indemnity obligations hereunder. The Company shall defend the claim and the Trustee shall 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 they assume 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 their written consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation need not reimburse any expense or removal of the Trustee, indemnify against any Agent, the Collateral Agent loss or the International Security Agent. To secure the Company’s payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent shall have a Lien prior liability to the Notes on all money or property held or collected extent incurred by the TrusteeTrustee through its negligence, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation bad faith or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agentwillful misconduct. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(j), (k8.1(v) or (lvi) 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 applicable bankruptcy lawBankruptcy Law. The Trustee Company’s obligations under this Section 9.7 shall comply with survive the provisions of Section 313(b)(2) resignation or removal of the TIA 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 such compensation as shall be agreed upon in writing for its acceptance of this Indenture and 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, advances, charges expenses and expenses advances 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 and the Guarantors, on a joint and several basis, shall indemnify the TrusteeTrustee and any predecessor trustee for, the Agentsand hold it harmless against, the Collateral Agent, the International Security Agent, their respective directors, employees, agents and affiliates against any and all losses, liabilities, charges loss or expenses liability or expense incurred by them arising out of it without negligence or bad faith on its part in connection with the acceptance or administration of the Trustee’s, the Agents’, the Collateral Agent’s this Indenture and the International Security Agent’s its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, or liability and of complying with any Guarantor 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 or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdictionNotes. The Trustee, each Agent, the Collateral Agent and the International Security Agent Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee, an Agent, the Collateral Agent or the International Security Agent Trustee to so notify the Company shall not relieve the Company or the Guarantors of their its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. 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 and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. To secure the Company’s 's payment obligations in this Section 7.07, the Trustee, the Agents, the Collateral Agent and the International Security Agent 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 and interest on particular Notes. Such Lien shall survive If the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, any Agent, the Collateral Agent or the International Security Agent. When the Trustee, any Agent, the Collateral Agent or the International Security Agent Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(j), clause (kd) or (le) 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 applicable bankruptcy lawfederal or state law for the relief of debtors. The provisions of this Section 7.07 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) of the TIA to the extent applicable.