Common use of Compensation and Indemnity Clause in Contracts

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

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gclause (7) or (h) 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence negligence, bad faith or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trusthereunder. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred Incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include services (including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) ), except any such disbursement, advance or expense as may be attributable to its negligence, wilful misconduct or bad faith. The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines, liabilities or reasonable expenses, including incidental and out-of-pocket expenses incurred and reasonable attorneys fees (for purposes of this Article 7, “losses”) Incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.06) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense losses may be attributable to its negligence negligence, wilful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend if the claim, but 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 will be obligated 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 separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) . The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s own negligence, wilful misconduct or bad faith. The obligations of the Company under this Section 8.07 7.06 shall survive the satisfaction and discharge of this Indenture. (d) , the resignation or removal of the Trustee and payment in full of the Notes. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) Indenture. When the Trustee incurs Incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(ix) or (hx) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee (and the Agents compensation as agreed upon in its capacity as Trustee, and, to writing between the extent it has been appointed as such, as Paying Agent Company and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to and the CompanyAgents for their services. The Trustee’s compensation shall of the Trustee is not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee promptly and Agents upon request for all reasonable disbursements, advances and reasonable documented out-of-pocket expenses expenses, disbursements and advances incurred or made by it in addition to the Trustee and the Agents, including the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the and reasonable compensation, disbursements and documented expenses of the Trustee’s and the Agents’ agents and counsel. (b) The Company shall will indemnify the Trustee in and the Agents for, and hold it harmless against, any loss or liability or expense (including, without limitation, the reasonable and documented fees and expenses of its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses legal counsel) incurred by it without gross negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of this Indenture by it, the performance of its duties under this IndentureIndenture and the Notes and the exercise of its rights hereunder, including the costs and expenses (legal or otherwise) of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either or liability and of the Company complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers powers, rights or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim under this Indenture and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldNotes. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal, premium, if anyprincipal of, and interest (including Additional Amounts) on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (ed) When If the Trustee incurs expenses or renders services after in connection with an Event of Default as specified in Sections 7.01(g) or (h) occursherein, the expenses (including, without limitation, the reasonable and documented charges and expenses of its legal counsel per jurisdiction) and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, reorganization, insolvency or similar law now or hereafter in effect. (e) The provisions of this Section 7.06 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation and Indemnity. (a) The Company, or upon the failure of the Company to pay, each Guarantor, jointly and severally, shall pay to the Trustee (in its capacity as Trustee, and, to and the extent it has been appointed as such, as Paying Agent and Registrar) Agents from time to time reasonable compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyhereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company Company, and each Guarantor, jointly and severally, shall reimburse the Trustee or the Agent as the case may be promptly upon written request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses of the Agent and Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee (including its directors, officers, agents and employees), any predecessor Trustee and the Agents for any and all loss, liability, damage, claims or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee or the Agents) incurred by it them, without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of its this Indenture and their duties under this Indenture, hereunder including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.06) and defending itself against any claim (whether asserted by either of the Company or Company, the Guarantors, 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 negligence or bad faith. The Trustee or the Agents as the case may be shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunder, except when such failure to notify is prejudicial to the Company or the Guarantors. The Except where the interests of the Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the CompanyGuarantors, on the one hand, and the Trustee, on the other hand, with respect to may be adverse, the claim, as reasonably determined by Company or such Guarantor shall defend the Trusteeclaim and the Trustee or Agents shall cooperate in the defense. The Trustee or Agents may have separate counsel and the Company shall pay the properly incurred fees and expenses of such counsel. Each of the Company and any Guarantor need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) . To secure the Company’s payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee in its capacity as Trustee, except that money or property held in trust to pay principal, premium, if any, Principal and interest on particular the Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) When Indenture. If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(8) or (h9) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are shall be intended to constitute expenses of administration under any applicable Bankruptcy Law. The indemnity contained in this Section 7.06 shall survive the termination of this Indenture and shall continue for the benefit of the Trustee or an Agent notwithstanding its resignation or retirement.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity and the Note Agents against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it them arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct, as determined by a final, nonappealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, and hold them harmless against any and all losses, liabilities or reasonable out-of-pocket claims, liabilities, costs, damages and expenses (including attorneys’ fees) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees fees, expenses and expenses court costs of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien claim prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which claim will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees fees, expenses and expenses court costs of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyservices. 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, expenses and advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconductit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. (b) . The Company shall indemnify the Trustee (in its capacity against as 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 all lossesexpenses of the Trustee's agents and counsel), liabilities loss or reasonable out-of-pocket expenses liability incurred by it them without negligence, bad faith or willful misconduct on its part, arising out of or in connection with (a) the acceptance or administration of its this trust and their rights or duties under this Indenture, hereunder including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself themselves against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and (b) the actual or alleged presence of Hazardous Materials in the air, except surface water or groundwater or on the surface or subsurface of any real property owned, leased or at any time operated by the Company or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the non-compliance of any real property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any real property, or any environmental claim relating in any way to the Company or any of its Subsidiaries, their operations, or any real property owned, leased or at any time operated by the Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation, or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent any such loss, liability or expense may be attributable to its incurred by reason of the gross negligence or bad faithwillful misconduct of the person to be indemnified). The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Company's expense in the defense. The Trustee may elect to have separate counsel defend the claim, but and the Company will be obligated to shall pay the reasonable fees and expenses of such separate counsel only if counsel; provided, that the Company fails will not be required to assume pay such fees and expenses if it assumes the Trustee’s 's defense or and there is a no conflict of interest between the Company, on the one hand, Company and the Trustee, on the other hand, Trustee in connection with respect to the claim, as reasonably determined by the Trusteesuch defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) bad faith or willful misconduct. To secure the Company’s 's payment obligations in this Section 8.078.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay principal, premium, if any, and interest Contingent Payments on particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 7.1(5), (6) or (h7) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Company's obligations under this Section 8.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to Article IX and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall will, from time to time, pay to the Trustee (acting in its any capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrarhereunder) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall and the Guarantors, jointly and severally, will indemnify and hold harmless the Trustee (acting in its any capacity hereunder) against any and all losses, liabilities or reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties as the Trustee under this Indenture, including the costs and expenses of enforcing this Indenture (including attorneys’ fees and expenses) against the Company (including this Section 8.0711.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure indemnity (other than any claim brought by the Trustee Company), but the Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in such defense at the defenseexpense of the Company. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. The indemnification provided in this Section 11.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (cC) The obligations of the Company under this Section 8.07 shall 11.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0711.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or the Collateral Agent, except that held in trust to pay principalprincipal (including the Accreted Principal Amount) of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee (in its capacity as Trustee, andNoteholder Collateral Agent, to the extent it has been appointed as such, as Paying Agent and RegistrarRegistrar (each, an “Indemnified Party”) from time to time reasonable compensation for its acceptance of this Indenture Indenture, the Collateral Agreements and services hereunder and thereunder; provided that the compensation set forth in accordance with a any written schedule provided by the Trustee to the Companyfee agreement executed in connection herewith shall be deemed reasonable. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall will include the reasonable compensation, disbursements and expenses of the TrusteeIndemnified Party’s agents and counsel. (b) The Company shall and the Guarantors will indemnify the Trustee in its capacity Indemnified Party against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture or the Collateral Agreements, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.07Section) and defending itself against any claim (whether asserted by either of the Company or Company, the Guarantors, 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 negligence or bad faith. The Trustee shall Indemnified Party will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee Indemnified Party to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunderhereunder or under the Collateral Agreements. The Company shall or such Guarantor will defend the claim and the Trustee shall Indemnified Party will cooperate in the defense. The Trustee Each Indemnified Party may elect to have separate counsel defend the claim, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (i) the Company fails shall have failed to assume the Trustee’s defense thereof or there is a conflict of interest between the Company, on the one hand, and employed counsel reasonably satisfactory to the Trustee, on or (ii) the other hand, with respect Trustee has been advised by such counsel that there may be one or more defenses available to it that are different from or in addition to those available to the claim, as reasonably determined by Company. Neither the Trustee. The Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors under this Section 8.07 shall will survive the satisfaction and discharge of this IndentureIndenture and the termination of the Collateral Agreements. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 8.07Section, the Trustee shall each Indemnified Party will have a Lien prior to the Notes on all money money, Collateral or property held or collected by the Trustee, except in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent, except, in the case of the Trustee, that held in trust to pay principal, premium, if any, and interest on particular NotesNotes pursuant to Article 8 hereof. Such Lien shall will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(9) or (h10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (aA) The Company shall will, from time to time, pay to the Trustee (acting in its any capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrarhereunder) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify and hold harmless the Trustee (acting in its any capacity hereunder) against any and all losses, liabilities or reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture (including, without limitation, attorneys’ fees and expenses) against the Company (including this Section 8.0711.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure indemnity (other than any claim brought by the Trustee Company), but the Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in such defense at the defenseexpense of the Company. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. The indemnification provided in this Section 11.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (cC) The obligations of the Company under this Section 8.07 shall 11.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0711.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hxi) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or and administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B). The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the resignation or removal of the Trustee and the satisfaction and or discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to Section 7.01(A)(xi) or (h7.01(A)(xii) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company: (a) The Company shall will pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture time, and services hereunder in accordance with a written schedule provided by the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company. The Trustee’s Company and the Trustee for all services rendered by it hereunder, 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 ; (b) will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture, including the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the and reasonable compensation, disbursements and expenses of the Trustee’s its agents and counsel., except to the extent any such compensation or expense shall be determined to have been caused by its own negligence or willful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction; and (bc) The Company shall will fully indemnify the Trustee in and its capacity against agents for, and hold them harmless against, any and all lossesloss, liabilities liability, claim, damage or reasonable out-of-pocket expenses incurred by it expense arising out of or in connection with the acceptance or administration of this trust or the performance of its duties under this Indenturehereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against or investigating any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense may shall be attributable determined to have been caused by its own negligence or bad faithwillful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction. The Trustee shall notify As security for the Company promptly performance of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The ’s obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes on all money funds or property held or collected by the Trustee, except for those funds that are held in trust to pay principal, premiumthe principal of or interest, if any, and interest on particular Notesthe Notes “Trustee” for purpose of this Section 7.07 includes any predecessor trustee; provided that the negligence or bad faith of any Trustee shall not be attributable to any other Trustee. 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. (e) . When the Trustee incurs expenses or renders services after an Event the occurrence of Default a default specified in Sections 7.01(g) or (h) occursSection 6.01(a)(6), the expenses and the compensation for the services (such expenses, including the reasonable fees and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company covenants and agrees: (a) The Company shall to pay to the Trustee (in its individual capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable such compensation for its acceptance of this Indenture as shall be agreed in writing between the Company and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s for all services rendered by it hereunder (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 ); (b) to reimburse the Trustee promptly in its individual capacity upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include accordance with any provision of this Indenture (including the reasonable compensation, disbursements compensation and the expenses and advances of the Trustee’s its agents and counsel. (b) The Company ; provided that, prior to any Default or Event of Default, the Trustee shall indemnify only have one outside counsel), including all reasonable expenses and advances incurred or made by the Trustee in connection with any Default or Event of Default or any membership on any creditors' committee, except any such expense or advance as may be attributable to its capacity against negligence or bad faith; and (c) to indemnify the Trustee, its officers, employees, directors and shareholders, for, and to hold it harmless against, any and all lossesloss, liabilities liability or reasonable out-of-pocket expenses expense, to the extent incurred by it without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. Before, except to the extent any such loss, liability after or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly during an Event of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, Default with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations Debentures of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07a series, the Trustee in its individual capacity shall have a Lien claim and lien prior to the Notes on Debentures of that series as to all money property and funds held by it hereunder for any amount owing it for its fees and expenses or property any predecessor Trustee pursuant to this Section, except with respect to funds held or collected by the Trustee, except that held Trustee or any Paying Agent in trust to pay principal, for the payment of principal of or premium, if any, and or interest on particular NotesDebentures pursuant to Section 2.05 or Section 8.01. Such Lien The Company's payment and indemnity obligations pursuant to this Section are not subject to Article 10 of this Indenture and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) . When the Trustee renders services or incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(g) or (h) occursSection 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence negligence, bad faith or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trusthereunder. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred Incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include services (including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) ), except any such disbursement, advance or expense as may be attributable to its negligence, wilful misconduct or bad faith. The Company shall indemnify the Trustee (in its capacity as Trustee) and its officers, directors and employees or any predecessor Trustee (in its capacity as Trustee) against any and all losses, liabilities claims, damages, penalties, fines, liabilities, actions or reasonable expenses, including incidental and out-of-pocket expenses incurred and reasonable legal fees and disbursements on a solicitor and client basis (for purposes of this Article 7, “losses”) Incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.06) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense losses may be attributable to its negligence negligence, wilful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnityindemnity if so permitted by the Indenture and without causing prejudice to the Holders. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend if the claimTrustee has been reasonably advised by counsel, but including its own in-house 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 will be obligated 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 separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) . The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s own negligence, wilful misconduct or bad faith. The obligations of the Company under this Section 8.07 7.06 shall survive the satisfaction and discharge of this Indenture. , the resignation or removal of the Trustee and payment in full of the Notes. Notwithstanding any other provision of this Indenture, the Trustee shall not be liable for any (di) breach by any other party of the Applicable Securities Legislation, (ii) lost profits or (iii) punitive or special damages of any Person. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) Indenture. When the Trustee incurs Incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(ix) or (hx) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company agrees: (a) The Company shall to pay to the Trustee (in its capacity from time to time, and the Trustee shall be entitled to, such compensation as Trustee, and, to the extent it has been appointed as such, as Paying Agent Company and Registrar) the Trustee shall from time to time reasonable compensation agree in writing for its acceptance of this Indenture and all services rendered by it hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s (which compensation shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture or any documents executed in connection herewith (including the reasonable compensation for and the expenses, advances and disbursements of its servicesagents and counsel), except those resulting from any such expense, disbursement or advance as may be attributable to its own negligent actionnegligence, negligent failure to act bad faith or willful misconduct. Such expenses shall include ; and (c) to indemnify the reasonable compensationTrustee or any predecessor Trustee and their agents, disbursements officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (b)) The Company shall indemnify the Trustee in incurred without negligence, misconduct or bad faith on its capacity against any and all lossespart, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principalinterest installments (including contingent interest, premiumif any), Liquidated Damages, if any, and interest the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts, as the case may be, in respect of any 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 or the earlier termination or resignation or removal of the Trustee. (e) . When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(gSection 6.01(e) or (h) occursSection 6.01(f), the expenses and the compensation for the services (expenses, including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence negligence, bad faith or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest, if any, and interest on on, particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable time, pay the Trustee compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in and its capacity directors, officers, employees and agents against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee (in its capacity as Trustee, andNoteholder Collateral Agent, to the extent it has been appointed as such, as Paying Agent and RegistrarRegistrar (each, an “Indemnified Party”) from time to time reasonable compensation for its acceptance of this Indenture Indenture, the Collateral Agreements and services hereunder and thereunder; provided that the compensation set forth in accordance with a any written schedule provided by the Trustee to the Companyfee agreement executed in connection herewith shall be deemed reasonable. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall will include the reasonable compensation, disbursements and expenses of the TrusteeIndemnified Party’s agents agents, advisors and counsel. (b) The Company shall and the Guarantors will indemnify the Trustee in its capacity Indemnified Party against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture or the Collateral Agreements, including the costs and expenses (including reasonable fees and expenses of its counsel) of enforcing this Indenture against the Company and the Guarantors (including this Section 8.07Section) and defending itself against any claim (whether asserted by either of the Company or Company, the Guarantors, 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 negligence or bad faithfaith as determined by a court of competent jurisdiction. The Trustee shall Indemnified Party will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee Indemnified Party to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunderhereunder or under the Collateral Agreements. The Company shall or such Guarantor will defend the claim and the Trustee shall Indemnified Party will cooperate in the defense. The Trustee Each Indemnified Party may elect to have separate counsel defend the claim, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (i) the Company fails shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee’s defense , or (ii) the Trustee has been advised by such counsel that there is a conflict of interest between may be one or more defenses available to it that are different from or in addition to those available to the Company. Neither the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company any Guarantor nor any Indemnified Party need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors under this Section 8.07 shall will survive the satisfaction and discharge of this IndentureIndenture and the termination of the Collateral Agreements or the earlier resignation or removal of such Indemnified Party. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 8.07Section, the Trustee shall each Indemnified Party will have a Lien prior to the Notes on all money money, Collateral or property held or collected by the Trustee, except in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent, except, in the case of the Trustee, that held in trust to pay principal, premiumpremium (including the Applicable Premium), if any, and interest on particular NotesNotes pursuant to Article 8 hereof. Such Lien shall will survive the satisfaction and discharge of this Indenture and or the earlier resignation or removal of the Trusteesuch Indemnified Party. (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(11) or (h12) (“Events of Default”) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents agents, advisors and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence negligence, bad faith or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) Agents from time to time reasonable such compensation for its acceptance of this Indenture and their services hereunder in accordance with a written schedule provided by the Trustee to the Company. 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) as shall be agreed upon in writing. The Company shall reimburse the Trustee promptly and Agents upon written request for all reasonable disbursements, expenses and advances and reasonable out-of-pocket expenses incurred or made by it them in addition to connection with the Trustee’s duties under this Indenture, including the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the and reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel, except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence. (b) The Company shall fully indemnify each of the Trustee in and its capacity against officers, agents and employees and any predecessor Trustee (each, an “Indemnified Party”, and, collectively, the “Indemnified Parties”) for, and hold each of them harmless against, any and all lossesloss, liabilities damage, claim, liability or expense, including, without limitation, reasonable out-of-pocket and documented attorneys’ fees and expenses incurred by it arising out each of or them in connection with the acceptance or administration performance of its duties under this Indenture, including the reasonable and documented costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 8.076.06) and defending itself against any claim (whether asserted by either of the Company Company, or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder (including, except to the extent any such losswithout limitation, liability or expense may be attributable to its negligence or bad faithsettlement costs). The Trustee shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has received written notice at its Corporate Trust Office asserted against an Indemnified Party for which it such Indemnified Party may seek indemnity. Failure ; provided that the failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. Any settlement which affects an Indemnified Party may not be entered into without the consent of such Indemnified Party, unless such indemnified party is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability, or failure to act by or on behalf of such Indemnified Party. Any Indemnified Party may have separate counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Company and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel, (ii) the named parties to any such proceeding include both the Company and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual differing interests between or among them, or (iii) the Company fails to retain counsel reasonably satisfactory to the Indemnified Party, in which case the Company shall pay the reasonable and documented fees and expenses of such counsel. (c) The obligations of Notwithstanding the foregoing, the Company under this Section 8.07 shall survive need not reimburse the satisfaction and discharge of this IndentureTrustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own willful misconduct, bad faith or negligence. (d) To secure the Company’s payment obligations of the Company in this Section 8.076.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee and such money or property held in trust to pay principal, premium, if any, principal of and interest on particular Notes. Such Lien . (e) The obligations of the Company under this Section 6.06 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be the liability of the Company and the lien provided for under this Section 6.06 and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeTrustee and the satisfaction, discharge or other termination of this Indenture for any reason, including any termination or rejection hereof under any Bankruptcy Law. (ef) When In addition to, but without prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 5.01(g), (h) or (hi) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (g) For purposes of this Section 6.06, the term “Trustee” shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights or any other Trustee hereunder.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee will from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in and its capacity directors, officers, employees and agents, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence negligence, bad faith or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this the Indenture and services hereunder in accordance with a written schedule provided by under the Trustee to the CompanyIndenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to under the compensation for its servicesIndenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this the Indenture, including the costs and expenses of enforcing this the Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder the Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct, as determined by a final, nonappealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this the Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company covenants and agrees: (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable such compensation for its acceptance of this Indenture as shall be agreed in writing between the Company and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s for all services rendered by it hereunder (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 ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include accordance with any provision of this Indenture (including the reasonable compensationcompensation and the expenses, disbursements and expenses advances of the Trustee’s its agents and counsel. (b) The Company ; provided that, prior to any Default or Event of Default, the Trustee shall indemnify only have one outside counsel), including all reasonable expenses and advances incurred or made by the Trustee in connection with any Default or Event of Default or any membership on any creditors' committee, except any such expense or advance as may be attributable to its capacity against negligence or bad faith; and (c) to indemnify the Trustee, its officers, employees, directors and shareholders, for, and to hold it harmless against, any and all lossesloss, liabilities liability or reasonable out-of-pocket expenses expense, incurred by it without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. Before, except to the extent any such loss, liability after or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly during an Event of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, Default with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations Debentures of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07a series, the Trustee shall have a Lien claim and lien prior to the Notes on Debentures of that series as to all money property and funds held by it hereunder for any amount owing it for its fees and expenses or property any predecessor Trustee pursuant to this Section, except with respect to funds held or collected by the Trustee, except that held Trustee or any Paying Agent in trust to pay principal, for the payment of principal of or premium, if any, and or interest on particular NotesDebentures pursuant to Section 2.05 or Section 8.01. Such Lien shall survive the satisfaction The Company's payment and discharge indemnity obligations pursuant to this Section are not subject to Article 10 of this Indenture and shall survive the resignation or removal discharge of the Trustee. (e) this Indenture. When the Trustee renders services or incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(g) or (h) occursSection 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation that the Company and the Trustee have agreed to in writing for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyhereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) . The Company shall indemnify the Trustee in its capacity or any predecessor Trustee against and hold each harmless against any and all losses, claims, damages, penalties, fines, liabilities or reasonable expenses, including incidental and out-of-pocket expenses and reasonable attorneys’ fees (for purposes of this Article 7, “Losses”) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense Losses may be attributable to its negligence negligence, bad faith or bad faithwillful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderunder this Section 7.07, unless (and then only to the extent that) the Company has been prejudiced thereby. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend if the claim, but Trustee has been 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 will be obligated 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 separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) . The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture. (d) , the resignation or removal of the Trustee and payment in full of the Notes of all series issued pursuant to this Indenture through the expiration of the applicable statute of limitations. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes of each series on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premium, if any, and interest on particular NotesNotes of such series. Such Lien and the provisions in this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) . When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(g6.01(d) or (h6.01(e) occurswith respect to any series of Notes, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other 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 negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldwithheld or delayed. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(g6.01(g) or (h) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee (in its capacity as Trustee, and, to and the extent it has been appointed as such, as Paying Agent and Registrar) Collateral Trustee from time to time reasonable such compensation as is agreed in writing to from time to time by the Company and the Trustee or Collateral Trustee, as applicable, for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyhereunder. The Trustee’s and the Collateral Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesservices except for any such disbursement, except those resulting from its own negligent action, negligent failure to act advance or expense as shall have been caused by the Trustee’s or Collateral Trustee’s gross negligence or willful misconductmisconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Trustee’s respective agents and counsel. (b) The Company shall and the Guarantors, jointly and severally, will indemnify the Trustee in its capacity and the Collateral Trustee (which for purposes of this Section 7.06(b) shall include each of their officers, directors, employees and agents) against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 8.077.06) and defending itself against any claim (whether asserted by either of the Company or Company, the Guarantors, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and under the other Note Documents, except to the extent any such loss, liability or expense shall be determined to have been caused by the Trustee’s or Collateral Trustee’s, as the case may be attributable to its be, own gross negligence or bad faithwillful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company shall or such Guarantor will defend the claim and the Trustee shall will cooperate in the defense. The Trustee and Collateral Trustee may elect to have separate counsel defend the claim, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if counsel. Neither the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company nor any Guarantor need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors under this Section 8.07 shall 7.06 will survive the satisfaction and discharge of this IndentureIndenture or the resignation or removal of the Trustee or the Collateral Trustee. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 8.077.06, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumpremium on, if any, and interest on or interest, if any, on, particular Notes. Such Lien shall will survive the satisfaction and discharge of this Indenture Indenture. The Trustee’s and the resignation Collateral Trustee’s respective right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or removal Indebtedness of the TrusteeCompany. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other 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 negligence or bad faithwillful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gclause (7) or (h) 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other 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 negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gclause (7) or (h) 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company agrees: (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable such compensation for its acceptance of this Indenture as the Company and services hereunder in accordance with a written schedule provided by the Trustee shall from time to the Company. The Trustee’s time agree in writing for all services rendered by it hereunder (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 ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture (including the compensation for and the expense, advances and disbursements of its servicesagents and counsel), except those resulting from any such expense, disbursement or advance as may be attributable to its own negligent actionnegligence or bad faith; and (c) to indemnify the Trustee for, negligent failure and to act hold it harmless against, any and all loss, damage, claims, liability or willful misconduct. Such expenses shall include expense (including taxes other than taxes based upon, measured by, or determined by the reasonable compensation, disbursements and expenses income of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in incurred without negligence or bad faith on its capacity against any and all lossespart, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s 's payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principalthe Principal Amount, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest, if any, and interest as the case may be, 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. (e) Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(gSection 6.01(5) or (h) occurs6), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its gross negligence or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, andthe Conversion Agent, to the extent it has been appointed as such, as Paying Agent and Registrarthe Security Registrar (each an "INDEMNIFIED PARTY") from time to time reasonable compensation for its acceptance of this Indenture and their respective services hereunder as Trustee, Conversion Agent, Paying Agent or Security Registrar, as the case may be, as agreed in accordance with a written schedule provided by the Trustee to the Companywriting. 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 each Indemnified Party upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it in addition to connection with the compensation for performance of its services, except those resulting from its own negligent action, negligent failure to act or willful misconductduties hereunder. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s each of such Indemnified Party's agents and counsel. (b) . The Company shall indemnify the Trustee in hereby indemnifies each Indemnified Party and its capacity against agents, employees, stockholders and directors and officers for, and holds each of them harmless against, any and all lossesloss, liabilities cost, claim, liability or reasonable out-of-pocket expenses expense (including taxes) incurred by it any of them except for such actions to the extent caused by any gross negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the acceptance Indenture or the administration of its duties under this Indenturethe trust created hereby, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.076.07) and defending itself themselves against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except to hereunder (including the extent any such loss, liability or expense may be attributable to its negligence or bad faithreasonable fees and expenses of counsel). The Trustee An Indemnified Party shall notify the Company promptly of any claim asserted against such Indemnified Party for which such Indemnified Party has advised the Trustee that it may seek indemnityindemnity hereunder. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The At the Indemnified Party's sole discretion, the Company shall defend the claim and the Trustee Indemnified Party shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party. The Trustee Alternatively, the Indemnified Party may elect to at its option have separate counsel defend the claim, but of its own choosing and the Company will be obligated to shall pay the reasonable fees and expenses of such separate counsel only if counsel; provided that the Company fails shall not be required to assume pay such fees and expenses if it assumes the Trustee’s Indemnified Party's defense or and there is a no conflict of interest between or alternative defenses between the Company, on the one hand, Company and the Trustee, on the other hand, Indemnified Party in connection with respect to the claim, such defense as reasonably determined by the TrusteeIndemnified Party. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) . To secure the Company’s 's payment obligations in this Section 8.076.07, the Trustee each Indemnified Party shall have a Lien lien prior to the Notes Securities on all money monies or property held or collected by the Trustee, in its capacity as Trustee, except that funds held in trust to pay principal, premium, if any, and interest on for the benefit of Holders of particular NotesSecurities. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 5.01(h) or (hi) occurs, the such expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee, Conversion Agent, Paying Agent or the Security Registrar.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for any taxes, all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable is determined by a court of competent jurisdiction to have been caused by its negligence or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the or resignation or removal of the Trustee. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, and the Trustee shall be entitled to, reasonable compensation for its acceptance of this Indenture and its services hereunder in accordance with a written schedule provided by the Trustee to the Companyhereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by or on behalf of it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall may include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's agents, counsel and counsel. (b) other persons not regularly in its employ. The Company shall indemnify indemnify, defend and hold the Trustee in and its capacity directors, officers, employees and agents (collectively with the Trustee, the "Indemnitees") harmless from and against any and all lossesevery loss, liabilities liability or reasonable expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indentureincidental expenses, including legal fees and expenses, and the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether collectively, "Losses"), that may be imposed on, incurred by, or asserted by either against, any Indemnitee for or in respect of the Company Trustee's (i) execution and delivery of this Indenture, (ii) compliance or attempted compliance with or reliance upon any Holder instruction or any other person) or liability in connection with direction upon which the exercise or performance of any of its powers or duties hereunder, except Trustee is authorized to rely pursuant to the extent any such loss, liability or expense may be attributable to its negligence or bad faithterms of this Indenture and (iii) performance under this Indenture except as set forth in the next paragraph. The Trustee Any Indemnitee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeindemnity under this Section. The Company need not pay for reimburse any settlement made without expense or indemnify against any Loss incurred by the Trustee or any Indemnitee through its consent, which consent shall not be unreasonably withheld. (c) own gross negligence or willful misconduct. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee to secure the Company's payment obligations in this Section 7.7, except that held in trust to pay principal, premium, if any, and interest interest, on particular Notes. Such Lien liens and the Company's obligations under this Section 7.7 shall survive the termination, satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) Trustee for any reason. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.1(f) or (hg) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company and the Guarantor agree: (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable such compensation for its acceptance of this Indenture as the Company or the Guarantor and services hereunder in accordance with a written schedule provided by the Trustee shall from time to the Company. The Trustee’s time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture (including the reasonable compensation for and the expenses, advances and disbursements of its servicesagents and counsel), except those resulting from any such expense, disbursement or advance as may be attributable to its own negligent actionnegligence or bad faith; and (c) to indemnify the Trustee or any predecessor, negligent failure Trustee and their agents for, and to act hold them harmless against, any loss, damage, claim, liability, cost or willful misconduct. Such expenses shall include expense (including attorney's fees and taxes (other than taxes based upon, measured by or determined by the reasonable compensation, disbursements and expenses income of the Trustee’s agents and counsel. (b)) The Company shall indemnify the Trustee in incurred without negligence or bad faith on its capacity against any and all lossespart, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company Company, the 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 negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s 's or the Guarantor's payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principalthe Principal Amount at Maturity, premiumInitial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price, contingent interest, interest payable pursuant to Article 10, or interest, if any, and interest as the case may be, on particular NotesSecurities, or Common Stock delivered upon a conversion pursuant to Article 11, or the cash equivalent thereof. Such Lien The Company's or the Guarantor'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. (e) . When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(gSection 6.01(e) or (h) occursf), the expenses and the compensation for the services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0711.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable (as determined by a final decision of a court of competent jurisdiction) to its negligence or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 11.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0711.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (x) or (hxi) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in such defense at the defenseexpense of the Company. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld, conditioned or delayed. Any settlement that affects the Trustee may not be entered into without the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The indemnification provided in this Section 10.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyhereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) . The Company shall Company, and the Guarantors, if any, shall, jointly and severally, indemnify the Trustee, its directors, officers, employees or agents or any predecessor Trustee in its capacity against any and all losses, claims, damages, penalties, fines, liabilities or reasonable expenses, including incidental and out-of-pocket expenses and reasonable attorneys’ fees and expenses (for purposes of this Article, “losses”) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable losses have been determined to have been caused by its own negligence or bad faithwillful misconduct. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received written notice and for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderunder this Section 7.07. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend if the claim, but 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 will be obligated 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 separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) . The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. The obligations of the Company and the Guarantors, if any, under this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture. (d) , the resignation or removal of the Trustee and payment in full of the Notes. To secure the Company’s and Guarantors’, if any, payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(i) or (hj) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company agrees: -------------------------- (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time such reasonable compensation for its acceptance of this Indenture and all services rendered by it hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s (which compensation shall not (to the extent permitted by law) be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) to reimburse the Trustee promptly upon its request and, if required by the Company, submission of reasonable documentation for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture (including the reasonable compensation for and the expenses, advances and disbursements of its servicesagents and counsel), except those resulting from any such expense, disbursement or advance as may be attributable to its own negligent action, negligent failure negligence or bad faith; and (c) to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses indemnify each of the Trustee’s agents , its officers, directors, employees and counsel. (b) The Company shall indemnify the agents, or any predecessor Trustee in its capacity against for, and to hold it harmless against, any and all lossesloss, liabilities liability, damage, claim or reasonable out-of-pocket expenses expense, including taxes (other than taxes based upon, measured or determined by the income of the Trustee), incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify give the Company promptly notice of any claim or liability for which it may seek indemnity. Failure by the Trustee might be entitled to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. indemnification under subparagraph (c) The obligations of this Section 7.06, within a reasonable amount of time after a Trust Officer of the Company under this Section 8.07 shall survive the satisfaction and discharge Trustee becomes aware of this Indenture. (d) such claim or liability. To secure the Company’s 's payment obligations in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust . The Company's payment obligations pursuant to pay principal, premium, if any, and interest on particular Notes. Such Lien this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(gSection 6.01(4) or (h) 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 the Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee, the Collateral Agent and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture and the other Notes Documents, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s Such compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to such compensation, the Company shall will reimburse the Trustee Trustee, the Collateral Agent and the Note Agents promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s their agents and counsel. (bB) The Company shall and Guarantors will, jointly and severally, indemnify the Trustee in its capacity Trustee, the Collateral Agent and each Note Agent (including for the cost of defending itself) against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture and the other Notes Documents, including the costs and expenses of enforcing this Indenture against the Company or Guarantors (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture and the other Notes Documents, except to the extent any such loss, liability or expense may is proved to be attributable to its gross negligence or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall Trustee, the Collateral Agent or applicable Note Agent will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s, the Collateral Agent’s or applicable Note Agent’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B). The Company shall will defend the claim such claim, and the Trustee shall Trustee, the Collateral Agent or applicable Note Agent, as applicable, will cooperate in the such defense. The Trustee If the Trustee, the Collateral Agent or any Note Agent is advised by counsel that it may elect have defenses available to have it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee, the Collateral Agent or Note Agent, as applicable, may retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the TrusteeCollateral Agent and Note Agents incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the defeasance or discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable (as determined by a final decision of a court of competent jurisdiction) to its negligence or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company covenants and agrees: (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time such reasonable compensation for its acceptance of this Indenture as shall be agreed in writing between the Company and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s for all services rendered by it hereunder (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 ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition accordance with any provision of this Indenture (including the reasonable compensation and the expenses, and advances of its agents and counsel), including all reasonable expenses and advances incurred or made by the Trustee in connection with any Default or Event of Default or any membership on any creditors' committee, except any such expense or advance as may be attributable to its negligence, willful misconduct or bad faith; and (c) to the compensation for its servicesfullest extent permitted by law, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses indemnify each of the Trustee’s agents , or any predecessor Trustee, its officers, employees, directors, shareholders and counsel. (b) The Company shall indemnify the Trustee in its capacity against agents, for, and to hold them harmless against, any and all lossesloss, liabilities damage, claim, liability or reasonable out-of-pocket expenses expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee or any predecessor Trustee), incurred by it without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to promptly so notify the Company shall not relieve the Company of its obligations hereunderhereunder except to the extent the Company shall have been materially prejudiced as a result of such failure. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but and the Company will be obligated to shall pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations . Before, after or during an Event of Default with respect to the Company under this Section 8.07 shall survive the satisfaction and discharge Debentures of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07a series, the Trustee shall have a Lien claim and lien prior to the Notes Debentures of that series on all money property and funds held by it hereunder for any amount owing it or property any predecessor Trustee pursuant to this Section, except with respect to funds held or collected by the Trustee, except that held Trustee or any Paying Agent in trust to pay principal, for the payment of principal of or premium, if any, and or interest on particular NotesDebentures pursuant to Section 2.5 or Section 8.1. Such Lien The Company's payment and indemnity obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) When . Without limiting any rights available to the Trustee under applicable law, when the Trustee renders services or incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 7.01(gSection 6.1(d) or (h) occurse), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0711.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct, as determined by a final, non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 11.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0711.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 8.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to each of the Trustee (in its capacity as Trustee, andthe Paying Agent and the Registrar (together with any predecessor Trustee, to the extent it has been appointed as such, as Paying Agent and Registrar, each an “Indemnified Party”) from time to time reasonable such compensation as shall be agreed upon in writing for its acceptance their respective services hereunder. The compensation of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. 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 each Indemnified Party upon request for all reasonable disbursements, expenses and advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for such Indemnified Party without negligence or bad faith on its services, except those resulting from its own negligent action, negligent failure to act or willful misconductpart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trusteesuch Indemnified Party’s agents and counsel. (b) . The Company shall and the Subsidiary Guarantors shall, jointly and severally, indemnify the Trustee in its capacity against each Indemnified Party for, and hold it harmless against, any and all lossesloss, liabilities claim, damage, liability or reasonable out-of-pocket expenses expense incurred by it arising out of without gross negligence or willful misconduct on its part in connection with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either or liability and of the Company complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense may be attributable to its negligence or bad faithNotes. The Trustee An Indemnified Party shall notify the Company promptly of any claim of which such Indemnified Party has received written notice for which it may seek indemnityindemnity under this Section 7.07. Failure by the Trustee an Indemnified Party to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company or any Subsidiary Guarantor is materially prejudiced thereby. The Company shall defend the claim and the Trustee Indemnified Party shall cooperate in the defense. The Trustee Unless otherwise set forth herein, the Indemnified Party may elect to have separate counsel defend the claim, but and the Company will be obligated to shall pay the reasonable fees and expenses of such separate counsel only if counsel. Neither the Company fails nor any Subsidiary Guarantor shall be required to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of . Neither the Company under this Section 8.07 nor any Subsidiary Guarantor shall survive be required to reimburse any expense or indemnity against loss or liability determined to have been caused by the satisfaction and discharge of this Indenture. (d) Indemnified Party through its own gross negligence or willful misconduct. To secure the Company’s payment obligations in this Section 8.077.07, the Trustee each Indemnified Party 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 principalprincipal 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. (e) When the Trustee If an Indemnified Party incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 7.01(gclause (7) or (h) occurs8) of Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Lawapplicable federal or state law for the relief of debtors. The provisions of this Section 7.07 (i) shall survive the resignation or removal of the Trustee, the Paying Agent or the Registrar and the termination of this Indenture and (ii) shall be in addition to any other indemnity provided by the Company or any Subsidiary Guarantor in favor of any Indemnified Party under any other document or agreement. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall be solely responsible for and agrees: (a) The Company shall to pay or cause to be paid to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable such compensation for its acceptance of this Indenture as the Company and services hereunder in accordance with a written schedule provided by the Trustee shall from time to time agree in writing for all services rendered by it hereunder or under any of the Company. The Trustee’s other Notes Escrow Documents or the Verizon/Trustee Security Agreement (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 ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition to accordance with any provision of this Indenture or the other Notes Escrow Documents or the Verizon/Trustee Security Agreement (including the reasonable compensation for and the expenses and disbursements of its servicesagents and counsel (including local legal counsel)), except those resulting from any such expense, disbursement or advance as may be attributable to its own negligent action, negligent failure to act gross negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses ; and (c) to indemnify each of the Trustee’s , its employees, officers, directors and agents or any predecessor Trustee for, and counsel. (b) The Company shall indemnify the Trustee in its capacity against to hold it and each of them harmless against, any and all lossesloss, liabilities liability, damage, claim or reasonable out-of-pocket expenses expense incurred by it without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Company, a 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 hereunder or under any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to Notes Escrow Documents or the claim, as reasonably determined by Verizon/Trustee Security Agreement. As security for the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The performance of the obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior lien upon all property and assets of the Company. In addition and without prejudice to the Notes on all money or property held or collected by rights provided to the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive Trustee under any of the satisfaction and discharge provisions of this Indenture and the resignation or removal any of the Trustee. (e) When other Notes Escrow Documents or the Verizon/Trustee Security Agreement, when the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Sections 7.01(g) or (h) occursDefault, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy or comparable law. The Company's obligations under this Section 5.06 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to this Indenture and/or the termination of this Indenture.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence negligence, bad faith or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act gross negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other 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 bad faithwillful misconduct, as finally adjudicated by a court of competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 7.07 shall survive the satisfaction and discharge of this IndentureIndenture and/or the resignation or removal of the Trustee. (d) To secure the Company’s payment obligations in this Section 8.07section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gclause (7) or (h) 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall and each Guarantor will, on a joint and several basis, indemnify the Trustee in its capacity and any predecessor Trustee and their respective officers, directors, agents and employees and any authenticating agent and hold them harmless against any and all losses, claims, damages, liabilities or reasonable out-of-pocket expenses, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Notes and any other document or transaction entered into in connection herewith or therewith, including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 8.0711.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Guarantor any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company or any Guarantor of its obligations hereunderunder this Section 11.06(B). The Company shall and each Guarantor will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to and each Guarantor will, on a joint and several basis, pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company and each Guarantor under this Section 8.07 shall 11.06 will survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination for any other reason of this Indenture. The Trustee’s right to receive payment of any amounts due under this Section 11.06 shall not be subordinate to any other liability or indebtedness of the Company. (dD) To secure the Company’s payment obligations in this Section 8.0711.06 and the Guaranteed Obligations with respect to the Company’s obligations in this Section 11.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (F) Each Note Agent will have the same rights and duties as the Trustee under this Section 11.06.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee in its capacity against any and all losses, liabilities liabilities, claims, damages or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability liability, claim, damage or expense may will be attributable determined to have been caused by its own negligence or bad faithwillful misconduct. The Trustee shall will promptly notify the Company promptly of any claim of which the Trustee has received written notice and for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder hereunder, including, if applicable, for its services as Paying Agent and Registrar. Compensation of the Trustee in accordance with a written schedule provided by its established fee schedule, as it may be amended from time to time, shall be deemed reasonable compensation to the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustfor its services. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include services (including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel (including in-house counsel. (b) )), except any such disbursement, advance or expense as may be attributable to its negligence, wilful misconduct or bad faith. The Company shall indemnify the Trustee in its capacity and any predecessor Trustee against any and all losses, claims, damages, penalties, fines, liabilities or reasonable expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees and expenses (for purposes of this Article 7, “losses”) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.077.06) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such losslosses result from its negligence, liability or expense may be attributable to its negligence wilful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend if the claim, but 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 will be obligated 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 separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) . The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own negligence, wilful misconduct or bad faith. The obligations of the Company under this Section 8.07 7.06 shall survive the satisfaction and discharge of this Indenture. (d) , the resignation or removal of the Trustee and payment in full of the Notes. To secure the Company’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(viii) or (hix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided under this Indenture, as separately agreed by the Trustee to Company and the CompanyTrustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities under this Indenture or the Notes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be is attributable to its negligence or bad faithwillful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture services as the Company and services hereunder in accordance with a written schedule provided by the Trustee shall from time to the Companytime agree 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 and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconductit. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. (b) . The Company shall agrees to indemnify and hold harmless the Trustee in and each of its capacity affiliates and their respective officers, directors, employees, representatives and agents (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities or liabilities, costs and expenses (including, without limitation, reasonable out-of-pocket fees and expenses of counsel) that may be incurred by it arising or asserted or awarded against any Indemnified Party and arise in any way out of or in connection with or by reason of this Indenture or any of the acceptance or administration transactions contemplated herein, including the enforcement of its duties their rights under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such claim, damage, loss, liability liability, costs or expense may be attributable to its resulted from such Indemnified Party’s own negligence or bad faith. The Trustee In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.7 applies, such indemnity shall notify be effective (i) whether or not such investigation, litigation or proceeding is brought by the Company, its directors, shareholders or creditors, or any Indemnified Party, (ii) whether or not any other person or an Indemnified Party is otherwise a party thereto and (iii) whether or not the transactions contemplated hereby are consummated. If the indemnification provided for in the preceding paragraph is invalid or unenforceable in accordance with its terms, then the Company promptly of any claim for which it may seek indemnity. Failure shall contribute to the amount paid or payable by the Trustee as a result of such liability in such proportion as is appropriate to so notify reflect the relative benefits received by the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim on one hand and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect from the transactions relating to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, 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. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(g) or (h) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable time, pay the Trustee compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company agrees: (a) The Company shall to pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture time, and services hereunder in accordance with a written schedule provided by the Trustee shall be entitled to, in Dollars such compensation as shall be agreed to in writing between the Company. The Trustee’s Company and the Trustee for all services rendered by it hereunder (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 ); (b) to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and reasonable out-of-pocket expenses incurred or made by it the Trustee in addition accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except to the compensation for extent any such expense, disbursement or advance may be attributable to its services, except those resulting from its own negligent action, negligent failure to act negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.; and (bc) The Company shall to indemnify the Trustee in its capacity against Dollars for, and to hold it harmless against, any and all lossesloss, liabilities liability or reasonable out-of-pocket expenses incurred by it expense arising out of or in connection with the acceptance or administration of this trust or the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against or investigating any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense may be attributable to its negligence or bad faithwillful misconduct. The Trustee shall notify As security for the Company promptly performance of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 8.076.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal, premiumthe principal of or interest, 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 TrusteeSecurities. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(g) or (h) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable time, pay the Trustee such compensation for its acceptance of this Indenture and services hereunder under this Indenture as the parties agree in accordance with a written schedule provided by the Trustee writing from time to the Companytime. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall indemnify will indemnify, defend and protect the Trustee (in any capacity under this Indenture or other documents or transactions entered into in connection with this Indenture) and its capacity agents, employees, officers, stockholders and directors, and hold them harmless, from and against any and all losses, liabilities or reasonable out-of-pocket expenses including taxes (other than taxes based upon, measured by or determined by the taxable income of the Trustee) incurred by it (including reasonable attorneys’ fees and expenses and court costs) arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteecounsel. The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (aA) The Company shall pay to the Trustee (in its capacity as Trusteewill, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by under this Indenture and the Notes as the Company and the Trustee shall from time to the Companytime agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify the Trustee (in each of its capacity capacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure by , but the Trustee Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in the such defense. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor any Special Interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (viii) or (hix) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, andthe Collateral Agent, to the extent it has been appointed as such, as Paying Agent and Registrarthe Registrar (each an “Indemnified Party”) from time to time reasonable compensation for its acceptance of this Indenture and their respective services hereunder as Trustee, Collateral Agent, Paying Agent or Registrar, as the case may be, as agreed in accordance with a written schedule provided by the Trustee to the Companywriting. 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 each Indemnified Party upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it in addition to connection with the compensation for performance of its servicesduties under, except those resulting from its own negligent actionas the case may be, negligent failure to act or willful misconductthe Indenture Documents. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trusteeeach of such Indemnified Party’s agents and counsel. (b) . The Company shall indemnify the Trustee in hereby indemnifies each Indemnified Party and its capacity against agents, employees, stockholders and directors and officers for, and holds each of them harmless against, any and all lossesloss, liabilities cost, claim, liability or reasonable out-of-pocket expenses expense (including taxes) incurred by it any of them except for such actions to the extent caused by any gross negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the acceptance Indenture Documents or the administration of its duties under this Indenturetrust, including the reasonable costs and expenses of enforcing this Indenture or the other Indenture Documents against the Company (including this Section 8.077.07) and defending itself themselves against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except to hereunder or thereunder (including the extent any such loss, liability or expense may be attributable to its negligence or bad faithreasonable fees and expenses of counsel). The Trustee An Indemnified Party shall notify the Company promptly of any claim asserted against such Indemnified Party for which such Indemnified Party has advised the Trustee that it may seek indemnityindemnity hereunder or under the other Indenture Documents. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The At the Indemnified Party’s sole discretion, the Company shall defend the claim and the Trustee Indemnified Party shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party. The Trustee Alternatively, the Indemnified Party may elect to at its option have separate counsel defend the claim, but of its own choosing and the Company will be obligated to shall pay the reasonable fees and expenses of such separate counsel only if counsel; provided that the Company fails shall not be required to assume pay such fees and expenses if it assumes the TrusteeIndemnified Party’s defense or and there is a no conflict of interest between or alternative defenses between the Company, on the one hand, Company and the Trustee, on the other hand, Indemnified Party in connection with respect to the claim, such defense as reasonably determined by the TrusteeIndemnified Party. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture. (d) . To secure the Company’s payment obligations in this Section 8.077.07, the Trustee each Indemnified Party shall have a Lien lien prior to the Notes on all money monies, property or property Collateral held or collected by the Trustee, in its capacity as Trustee, except that assets or money held in trust to pay principal, premium, if any, and principal of or interest on particular NotesNotes which have been called for redemption. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Sections 7.01(gSection 6.01(6) or (h7) occurs, the such expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, termination of the Collateral Agreements or the other Indenture Documents or the resignation or removal of the Trustee, Collateral Agent, Paying Agent or the Registrar. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (aA) The Company shall will, from time to time, pay to the Trustee (acting in its any capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrarhereunder) from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Companyunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesunder this Indenture, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (bB) The Company shall will indemnify and hold harmless the Trustee (acting in its any capacity hereunder) against any and all losses, liabilities or reasonable out-of-pocket expenses (including, without limitation, attorneys fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture (including, without limitation, attorneys fees and expenses) against the Company (including this Section 8.0710.06) and defending itself against any claim (whether asserted by either of the Company or Company, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. The Trustee shall will promptly notify the Company promptly of any claim for which it may seek indemnity. Failure indemnity (other than any claim brought by the Trustee Company), but the Trustee’s failure to so notify the Company shall will not relieve the Company of its obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the Trustee shall will cooperate in such defense at the defenseexpense of the Company. The If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may elect to have retain separate counsel defend the claimcounsel, but and the Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if (including the Company fails reasonable fees and expenses of counsel to assume the Trustee’s defense or there is Trustee incurred in evaluating whether such a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trusteeexists). The Company need not pay for any settlement of any such claim made without its consent, which consent shall will not be unreasonably withheld. The indemnification provided in this Section 10.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (cC) The obligations of the Company under this Section 8.07 shall 10.06 will survive the satisfaction resignation or removal of the Trustee and the discharge of this Indenture. (dD) To secure the Company’s payment obligations in this Section 8.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principalprincipal of, premiumor any Special Interest on, if any, and interest on particular Notes. Such Lien shall , which lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the TrusteeIndenture. (eE) When If the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(gpursuant to clause (ix) or (hx) of Section 7.01(A) occurs, the then such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law.