Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on 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, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the GuarantorsGuarantors shall indemnify the Trustee, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, liabilities, damages, claimsclaims or expenses, liabilities or expenses including taxes (including the reasonable fees and expenses of counsel and taxes other than those based on upon, measured by or determined by the income of the Trustee) and the reasonable out of pocket fees and expenses of counsel, 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 Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability liability, damage, claim or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided that the Issuers and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j6.01(j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officersfor, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing Trustee harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteeattorneys’ fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the costs and expenses of enforcing this Indenture against the Issuers and or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Issuers or any Holder or any other Person) Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct). The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to expense incurred by the negligenceTrustee through the Trustee’s own willful misconduct, negligence or bad faith faith. The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or willful misconduct the earlier resignation or removal of the Trustee. The To secure the payment obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(a)(6) or (j7) 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. The Trustee shall comply with the provisions of TIA § Trust Indenture Act Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall Company agrees to pay to the Trustee from time to time such compensation as the Issuers Company and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and all services hereunder. The Trustee’s 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 Issuers Company shall also reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Issuers Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its reasonable satisfaction against any and all expenses, disbursements, advances and other liabilities incurred or made by the GuarantorsTrustee in accordance with any provisions of this Indenture, jointly including compensation for services, costs, expenses, outlays, counsel fees and severallyother disbursements, shall and against all liability not due to its own negligence or willful misconduct. The Company agrees to indemnify the Trustee (in its capacities as Trustee, Paying Agent, Registrar and Note Custodian) and each of its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees attorneys-in-fact and agents for, and hold it and each of the foregoing them harmless against against, any and all lossesclaim, damagesdemand, claims, liabilities or expenses expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel and taxes other than those based on the income of the Trustee) 's agents and counsel), loss, damage or liability incurred by it it, arising out of or in connection with the acceptance or administration of this trust and its rights or duties under this Indenture, hereunder including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors Company promptly of any claim asserted against the Trustee of which a Trust Officer receives written notice for which it may seek indemnity. Failure ; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to so promptly notify the Issuers and the Guarantors Company shall not relieve the Issuers or the Guarantors of their obligations hereunderlimit its right to indemnification. The Issuers and the Guarantors Company shall defend the claim and the Trustee shall cooperate in the defenseeach such claim. The Trustee may have retain separate counsel if the Trustee shall have been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Issuers and Company shall reimburse the Guarantors shall pay Trustee for the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Company need not pay for any settlement made without their its written consent, which consent shall . The Company need not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the Trustee through its own negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturemisconduct. To secure the Issuers’ and the Guarantors’ Company's payment obligations in this Section 7.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay principal and of, or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureNotes pursuant to Article III. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.1(f) or (jg) 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. The Trustee Company's obligations under this Section 7.7 and any lien arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) the Trustee, the discharge of the Company's obligations pursuant to the extent applicableArticle VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and Agents from time to time such compensation as the Issuers Issuer and the Trustee may or Agent, as applicable, shall from time to time agree in writing for the Trustee’s its acceptance of this Indenture and services hereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and Agents upon request for all reasonable and duly documented and invoiced disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counselAgents’ accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuers Issuer agrees to pay the fees and expenses of the Trustee’s legal counsel in connection with its review, preparation and delivery of this Indenture and related documentation. The Issuer shall indemnify each of the Trustee, any predecessor Trustee and the GuarantorsAgents (which, jointly for purposes of this paragraph, include such Trustee’s and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its Agents’ officers, directors, employees and agents agents) for, and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claimsclaim, liabilities proceedings, demands, costs, expense or expenses liability including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on the income of the Trustee) incurred by it arising out of the Trustee or an Agent without negligence or willful misconduct on its part in connection with the acceptance or of administration of its duties this trust and performance of any provisions under this Indenture, including the costs reasonable expenses and attorneys’ fees and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee and the Agents shall notify the Issuers and the Guarantors Issuer promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity. Failure However, the failure by the Trustee or the Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. Subject to Section 7.1(b), the Issuer need not reimburse or indemnify against any loss liability or expense incurred by the Trustee through its own willful misconduct or negligence. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defensedefense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Issuer’s expense. The Trustee or such Agent may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.077.7, the Trustee and the Agents shall have a senior Lien prior to the Notes on against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as Trustee or Agent, except that money or property held in trust to pay principal or premium, if any, and Additional Amounts, if any, or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (7) of Section 6.01(i) or (j) hereof occurs6.1, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. The Issuer’s obligations under this Section 7.7 and any claim or Lien arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. Save as otherwise expressly provided in this Indenture, the Trustee shall comply have absolute and uncontrolled discretion as to the exercise of the discretion vested in the Trustee by this Indenture but, whenever the Trustee is bound to act under this Indenture at the request or direction of the Holders of Notes, the Trustee shall nevertheless not be so bound unless first indemnified to its satisfaction against all proceedings, claims and demands to which it may render itself liable and all costs, charges, expenses and liabilities which it may incur by so doing. Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee, is subject to this Section 7.7. The Company shall be jointly and severally liable with the provisions Issuer for all of TIA § 313(b)(2) the Issuer’s obligations pursuant to the extent applicablethis Section 7.7.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In the event of being requested by the Issuers to undertake duties which the Trustee reasonably determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, or in the event the Trustee is obligated to take actions under Article VI hereof, the Issuers shall pay to the Trustee additional reasonable remuneration. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses shall include the properly incurred compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold each of the foregoing Trustee harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable properly incurred attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the properly incurred costs and expenses of enforcing this Indenture against the Issuers and Issuer or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Issuers or any Holder or any other Person) Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct). The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable properly incurred fees and expenses of such counsel. The Neither the Issuers and nor any Guarantor need reimburse any expense or indemnify against any loss, liability, claim, or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct, negligence or bad faith, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Neither the Issuer nor any Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee Trustee. Notwithstanding the provisions of Section 4.12 hereof, to secure the payment obligations of the Issuers and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(6) or (j7) 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. The Trustee shall comply with For the provisions avoidance of TIA § 313(b)(2) doubt, the rights, privileges, protections, immunities and benefits given to the extent applicableTrustee in this Section 7.07, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and by each agent (including the Agents), custodian and other Person employed to act hereunder.

Compensation and Indemnity. The Issuers shall Company will pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the Trustee and the Company will have agreed in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to connection with the compensation for its services. Such expenses shall include Trustee’s duties under this Indenture, including the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents agents, reasonably retained professional advisors, and counsel, except any disbursement, advance or expenses as may be attributable to the Trustee’s willful misconduct, bad faith or gross negligence. The Issuers Company will indemnify and the Guarantors, jointly and severally, shall indemnify hold harmless the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all claims, demands, causes of action, losses, liabilities, damages, claimsfines, liabilities penalties, costs, fees, charges or expenses including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on the upon, measured by or determined by income of the Trustee) 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 Issuers and the Guarantors Company (including this Section 7.078.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor the Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall will notify the Issuers and the Guarantors Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall Company will not relieve the Issuers or the Guarantors Company of their its obligations hereunder, except to the extent the Company is materially prejudiced thereby. The Issuers and the Guarantors shall Company will defend the claim and the Trustee shall will cooperate in the defense. The In the event the Trustee is advised by counsel that a conflict of interest exists, the Trustee may have its own separate counsel counsel, which, so long as no Default or Event of Default has occurred, shall be reasonably satisfactory to the Company, and the Issuers and the Guarantors shall Company will pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither Notwithstanding anything to the Issuers nor contrary herein, the Guarantors Company need not reimburse the Trustee for any cost or expense or indemnity indemnify it against any loss or liability or loss of incurred by the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith through its own gross negligence or willful misconduct of the Trusteemisconduct. The obligations of the Issuers and the Guarantors Company under this Section 7.07 8.07 shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this IndentureTrustee. To secure the Issuers’ and the Guarantors’ Company’s payment obligations in this Section 7.07Section, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i7.01(i) or (j) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable. At all times, there shall be only one Trustee hereunder. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be secured and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the Indenture Documents and each agent, custodian or other Person employed to act hereunder.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation for its services as the Issuers Trustee and the Trustee may Company shall agree in writing for the Trustee’s acceptance of this Indenture and services hereunderfrom time to time. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its servicesservices except any such expense as may arise from its negligence, wilful misconduct or bad faith. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers and the Guarantorseach Subsidiary Guarantor, jointly and severally, severally shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damages, claims, liabilities liability or expenses expense (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteeattorneys' 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 Issuers trust and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to as provided in the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductlast sentence of this paragraph. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors any Subsidiary Guarantor of their indemnity obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable cooperation at the Issuers' expense in the defense. The Trustee Such indemnified parties may have separate counsel and the Issuers and the Guarantors Subsidiary Guarantors, as applicable, shall pay the reasonable fees and expenses of such counsel. The ; provided, however, that the Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss required to pay such fees and expenses if they assume such indemnified parties' defense and, in such indemnified parties' reasonable judgment, there is no conflict of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of interest between the Issuers and the Guarantors under this Section 7.07 shall survive the resignation Subsidiary Guarantors, as applicable, and such parties in connection with such defense. The Issuers need not reimburse any expense or removal of the Trustee and the satisfaction and discharge of this Indentureindemnify against any loss, liability or expense incurred by an indemnified party through such party's own wilful misconduct, negligence or bad faith. To secure the Issuers’ and the Guarantors’ ' payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest and additional interest, if any, on particular NotesSecurities. Such Lien The Issuers' payment obligations pursuant to this Section shall survive the satisfaction and or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.01(g) or (jh) hereof occurswith respect to either of the Issuers, 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 Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s 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 Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to connection with its duties under this Indenture, including the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and any predecessor Trustee and its officers, directors, employees and agents for, and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claimsclaim, liabilities liability or expenses expense, including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on the income of the Trustee) incurred by it arising out any of or them in connection with the acceptance or administration performance of its duties under this Indenture, Indenture including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its the powers or duties hereunderof the Trustee hereunder (including, except to the extent any such losswithout limitation, liability or expense may be attributable to its negligence, bad faith or willful misconductsettlement costs). The Trustee shall notify the Issuers and the Guarantors in writing promptly of any claim asserted against the Trustee or any such officer, director, employee or agent for which it any of them may seek indemnity. Failure However, the failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee hereunder except to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 are prejudiced thereby. This indemnity shall survive the termination of this Indenture, final payment of the Notes, and resignation or removal of the Trustee. Notwithstanding the foregoing, the Issuers need not reimburse the Trustee and or any such officer, director, employee or agent for any expense or indemnify any of them against any loss or liability incurred by the satisfaction and discharge of this IndentureTrustee or any such officer, director, employee or agent through its negligence, willful misconduct or bad faith. To secure the Issuers’ and the Guarantors’ payment obligations of the Issuers in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property Property held or collected by the Trustee, Trustee except that such money or Property held in trust to pay principal of and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(g) or (jh) 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. The Trustee For purposes of this Section 7.07, the term "Trustee" shall comply with the provisions of TIA § 313(b)(2) include any trustee appointed pursuant to the extent applicableArticle 9.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and the Mexican Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing and the Mexican Trustee shall be entitled to such compensation for the Trustee’s its acceptance of this Indenture and its services hereunderhereunder as the Issuer, the Trustee and the Mexican Trustee shall from time to time agree in writing. The Trustee’s and the Mexican Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee and the Mexican Trustee, as applicable, promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall may include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents or the Mexican Trustee’s agents, counsel and counselother persons not regularly in its employ; provided that Trustee and the Mexican Trustee shall provide the Issuer reasonable advance notice of any expenditure not in the ordinary course of business; provided, further, that the Issuer shall have no obligation to reimburse the Trustee and the Mexican Trustee with respect to any such expense, disbursement or advance as may be attributable to the Trustee’s or the Mexican Trustee’s negligence, willful misconduct or bad faith. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee and its officersthe Mexican Trustee, directors, employees, agents and or any predecessor trustee Trustee or Mexican Trustee, for, and its officersto hold it harmless against, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability, claimsdamage, liabilities claim or expenses expense, including Taxes (including the reasonable fees and expenses of counsel and taxes other than those Taxes based on upon, measured by or determined by the income of the Trustee and the Mexican 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 Indenturethe trust or trusts hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an the Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to hereunder or in connection with enforcing the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductprovisions of this Section. The Trustee and the Mexican Trustee, as applicable, shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Mexican Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim with counsel designated by the Issuer, who may be outside counsel to the Issuer but shall in all events be reasonably satisfactory to the Trustee or the Mexican Trustee, as applicable, and the Trustee and the Mexican Trustee, as applicable, shall cooperate in the defense. The In addition, the Trustee and the Mexican Trustee, as applicable, may have retain one separate counsel and, if deemed advisable by such counsel, local counsel, and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such separate counsel and local counsel. The Issuers and indemnification herein extends to any settlement; provided that the Guarantors need Issuer will not pay be liable for any settlement made without their its consent; provided, which further, that such consent shall will not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the TrusteeTrustee to secure the Issuer’s payment obligations to the Trustee and the Mexican Trustee in this Section 7.07, except that held in trust to pay principal and interest Interest, if any, on particular Notes. Such Lien Liens and the Issuer’s obligations under this Section 7.07 shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee or the Mexican Trustee incurs expenses or renders services after an a Bankruptcy Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee Trustee, from time to time such time, reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the compensation, and reasonable disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, Guarantors shall indemnify the Trustee and its officers, directorsagents, employees, agents and any predecessor trustee and its officers, directorsstockholders and directors for, employees and agents and hold each of the foregoing them harmless against against, any and all lossesloss, damages, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Indenture, trust including the costs cost and expenses expense of enforcing this Indenture and the Securities against the Issuers Issuer and the Guarantors (including this Section 7.077.7) including the reasonable costs and expenses of defending itself themselves against or investigating any claim (whether asserted by an the Issuer, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers Issuer and the Guarantors promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure by the Trustee , provided that any failure to so notify the Issuers Issuer and the Guarantors shall not relieve the Issuers or Issuer and the Guarantors of their indemnity obligations hereunder. The Issuers Issuer and the Guarantors shall may, subject to the approval of the Trustee, defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers Issuer and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer and the Guarantors will not be required to pay such fees and expenses if, subject to the approval of the Trustee, it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Guarantors and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer and the Guarantors need not pay for any settlement made without their written consent, which consent shall will not be unreasonably withheld, delayed or conditioned. Neither the Issuers nor The Issuer and the Guarantors need not reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the Trustee through its negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturemisconduct. To secure the Issuers’ Issuer’s and the Guarantors’ payment obligations in this Section 7.077.7, the Trustee shall have a Lien prior to the Notes on Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except that assets or money held in trust to pay principal and of, premium, if any, or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureSecurities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(iclause (vi) or (jvii) hereof of Section 6.1 occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. The Trustee shall comply with Notwithstanding any other provision in this Indenture, the foregoing provisions of TIA § 313(b)(2) to this Section 7.7 shall survive the extent applicablesatisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall promptly pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this the Indenture and services hereunderhereunder and under the other Transaction Documents to which the Trustee is a party as the Trustee and the Issuer shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its servicesservices in accordance with the provisions of the Indenture (including, without limitation, the Priority of Payments). Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and outside counsel. The Issuers Issuer shall not be required to reimburse any expense incurred by the Trustee through the Trustee’s own willful misconduct, bad faith or negligence. When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the Guarantors, jointly and severally, compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code. (b) The Issuer shall indemnify and hold harmless the Trustee or any predecessor Trustee and its officers, their respective directors, employeesofficers, agents and any predecessor trustee employees from and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability, claimsclaim, liabilities or expenses expense (including the reasonable fees and expenses of counsel and taxes taxes, other than those taxes based on upon, measured by or determined by the income of the Trustee or such predecessor Trustee) incurred ), damage or injury suffered or sustained by it reason of any acts, omissions or alleged acts or omissions arising out of or in connection with (i) the acceptance activities of the Trustee or administration of its duties under such predecessor Trustee pursuant to this Base Indenture, any Series Supplement or any other Transaction Document to which the Trustee is a party and (ii) the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Issuer or otherwise, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the costs and expenses defense of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any actual or threatened action, proceeding, claim (whether asserted by an the Issuer, any Guarantor the Servicer, the Control Party or any Holder Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or under any other Transaction Document, except to the extent preservation of any of its rights to, or the realization upon, any of the Collateral, or in connection with enforcing the provisions of this Section 10.5(b); provided, however, that the Issuer shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such lossacts, liability omissions or expense may be attributable to its negligencealleged acts or omissions constitute willful misconduct, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure negligence by the Trustee to so notify or such predecessor Trustee, as the Issuers case may be. (c) The provisions of this Section 10.5 shall survive the termination of the Indenture and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers resignation and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct removal of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such expenses as shall have been caused by the Trustee’s own gross negligence or willful misconduct (as adjudicated by a court of competent jurisdiction in a final non-appealable decision). Such expenses shall include the compensation, reasonable fees and reasonable disbursements and out-of-pocket expenses of the Trustee’s agents agents, counsel and counselaccountants. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability, claimsclaim, liabilities damage or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim of which a Responsible Officer has received notice or of which a Responsible Officer has otherwise become aware for which it the Trustee or any Trustee Party (as defined below) may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate and shall cause all Trustee Parties to cooperate in the defense. The Trustee and all Trustee Parties may have one firm of separate counsel selected by the Trustee in connection with the defense of such claim and the Issuers and the Guarantors shall pay the reasonable fees and out-of-pocket expenses of such counsel; provided, however, that the Issuers will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers, on the one hand, and the Trustee and any Trustee Parties subject to the claim, on the other hand, in connection with such defense as reasonably determined by the Trustee. The Issuers and need not reimburse any expense or indemnify against any loss, damage, claim, liability or expense caused by or resulting from the Guarantors willful misconduct or gross negligence of the Trustee or a Trustee Party (as adjudicated by a court of competent jurisdiction in a final non-appealable decision). The Issuers need not pay for any settlement made by the Trustee or any Trustee Party without their the Issuers’ written consent, which such consent shall not to be unreasonably withheld. Neither Any settlement which affects a Trustee Party may not be entered into without the Issuers nor consent of the Guarantors need reimburse Trustee, unless the Trustee for any expense and the applicable Trustee 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 indemnity against any liability admission of fault, culpability, or loss failure to act by or on behalf of the Trustee or the applicable Trustee Party. All indemnifications and releases from liability granted hereunder to the extent such expenseTrustee shall extend to its officers, liability or loss is attributable directors, employees, agents and successors (collectively, “Trustee Parties”). To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a lien prior to the negligenceNotes on all money or property held or collected by the Trustee pursuant to this Indenture, bad faith other than money or willful misconduct of property held in trust to pay principal of, or premium, if any, or interest on, or other amounts payable to Holders under, the TrusteeNotes or the Guarantees. The Issuers’ payment obligations of the Issuers and the Guarantors under pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge or termination of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, Without prejudice to any other rights available to the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trusteeunder applicable law, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (6) of the first paragraph of Section 6.01(i) 6.01 with respect to the Parent Guarantor or (j) hereof occursany Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy applicable Insolvency Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, Subsidiary Guarantors shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Trustee or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) 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 either of the Issuers and the Guarantors or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor Subsidiary Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, negligence or bad faith or willful misconductfaith. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, negligence or bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this IndentureIndenture and the replacement of the Trustee. To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest (including Additional Interest, if any) on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(h) or (ji) 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. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee (acting in any capacity hereunder) and the Agents from time to time such compensation for their services as the Issuers and the Trustee may parties shall agree in writing for the Trustee’s acceptance of this Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and the Agents upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee (acting in any capacity hereunder) or any predecessor Trustee in each of its capacities hereunder (including as an Agent or Registrar, if applicable), and its each of their officers, directors, employees, agents counsel and any predecessor trustee and its officersagents, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability or expense (including, claimsbut not limited to, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by an Issuerany Holder, any Guarantor the Issuer 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, bad faith or willful misconductotherwise). The Trustee and the Agents shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it they may seek indemnity. Failure by the Trustee or an Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Agents may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of expense incurred by the Trustee and the satisfaction and discharge or an Agent as a result of this Indentureits own willful misconduct, negligence or bad faith. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee or an Agent. When the Trustee or an Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.1(v) or (jvi) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with Pursuant to Section 10.1, the provisions obligations of TIA § 313(b)(2) to the extent applicableIssuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. (a) The Issuers Company shall pay to the Trustee from time to time such reasonable compensation as the Issuers Company and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. . (b) The Issuers Company and the GuarantorsSubsidiary Guarantors shall indemnify the Trustee, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, liabilities, damages, claims, liabilities claims or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on 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, including the costs and expenses (including, without limitation, fees and expenses of counsel) of enforcing this Indenture against the Issuers Company and the Subsidiary Guarantors (including this Section 7.077.06) and defending itself against any claim (whether asserted by an Issuerthe Company, any Subsidiary Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability liability, damage, claim or expense may be attributable to its negligence, bad faith gross negligence or willful misconduct. The Trustee shall notify the Issuers Company and the Subsidiary Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers Company and the Subsidiary Guarantors shall not relieve the Issuers Company or the Subsidiary Guarantors of their obligations hereunder. The Issuers Company and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and Neither the Guarantors Company nor any Subsidiary Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. . (c) The obligations of the Issuers Company and the Subsidiary Guarantors under this Section 7.07 7.06 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. Trustee. (d) To secure the Issuers’ Company’s and the Subsidiary Guarantors’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Indenture and the resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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 immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Company’s and each Subsidiary Guarantor’s obligations under this Section 7.06 to compensate and indemnify the Trustee shall comply with the provisions of TIA § 313(b)(2) extend likewise to the extent applicableeach Agent.

Compensation and Indemnity. (a) The Issuers shall Company will pay to the Trustee Collateral Agent from time to time such compensation as shall be agreed to in writing by the Issuers Company and the Trustee may agree in writing Collateral Agent for the Trustee’s its acceptance of this Indenture Indenture, the Intercreditor Agreement, the Collateral Documents and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall Company will reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to connection with the compensation for its services. Such expenses shall include Collateral Agent’s duties under the Indenture Documents, including the reasonable compensation, and reasonable disbursements and expenses of the TrusteeCollateral Agent’s agents agents, reasonably retained professional advisors, and counsel. , except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct, bad faith or gross negligence. (b) The Issuers Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Collateral Agent against any and all claims, demands, causes of action, losses, liabilities, damages, claimsfines, liabilities penalties, costs, fees, charges or expenses including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on the on, measured by or determined by income of the TrusteeCollateral Agent) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Intercreditor Agreement and the Collateral Documents, including (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture Indenture, the Intercreditor Agreement and the Collateral Documents against the Issuers Company and the Guarantors (including this Section 7.0713.11) and defending itself against any claim (whether asserted by an Issuerthe Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith or willful misconductfaith. The Trustee Collateral Agent shall notify the Issuers and the Guarantors Company promptly of any claim for which it may seek indemnity. Failure by the Trustee Collateral Agent to so notify the Issuers and the Guarantors shall Company will not relieve the Issuers Company or the Guarantors of their obligations hereunder, except to the extent the Company is materially prejudiced thereby. The Issuers and the Guarantors Company or such Guarantor shall defend the such claim and the Trustee Collateral Agent shall cooperate in the defense. The Trustee In the event the Collateral Agent is advised by counsel that a conflict of interest exists, the Collateral Agent may have its own separate counsel counsel, which, so long as no Default or Event of Default has occurred, shall be reasonably satisfactory to the Company, and the Issuers and the Guarantors shall Company will pay the reasonable fees and expenses of such counsel. The Issuers and Neither the Guarantors Company nor any Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither Notwithstanding anything to the Issuers nor contrary herein, the Guarantors Company need not reimburse the Trustee Collateral Agent for any cost or expense or indemnity indemnify it against any loss or liability or loss of incurred by the Trustee to the extent such expense, liability or loss is attributable to the Collateral Agent through its own gross negligence, bad faith or willful misconduct of the Trustee. misconduct. (c) The obligations of the Issuers Company and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien 13.11 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses Indenture and the compensation for resignation, removal or replacement of 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 § 313(b)(2) to the extent applicableCollateral Agent.

Compensation and Indemnity. The Issuers shall Company agrees to pay to the Trustee from time to time such compensation as the Issuers Company and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and all services hereunder. The Trustee’s 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 Issuers Company shall also reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Issuers Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its reasonable satisfaction against any and all expenses, disbursements, advances and other liabilities incurred or made by the GuarantorsTrustee in accordance with any provisions of this Indenture, jointly including compensation for services, costs, expenses, outlays, counsel fees and severallyother disbursements, shall and against all liability not due to its own negligence or willful misconduct. The Company agrees to indemnify the Trustee (in its capacities as Trustee, Paying Agent, Registrar and Note Custodian) and each of its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees attorneys-in-fact and agents for, and hold it and each of the foregoing them harmless against against, any and all lossesclaim, damagesdemand, claims, liabilities or expenses expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel and taxes other than those based on the income of the Trustee) 's agents and counsel), loss, damage or liability incurred by it it, arising out of or in connection with the acceptance or administration of this trust and its rights or duties under this Indenture, hereunder including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors Company promptly of any claim asserted against the Trustee of which a Trust Officer receives written notice for which it may seek indemnity. Failure ; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to so promptly notify the Issuers and the Guarantors Company shall not relieve the Issuers or the Guarantors of their obligations hereunderlimit its right to indemnification. The Issuers and the Guarantors Company shall defend the claim and the Trustee shall cooperate in the defenseeach such claim. The Trustee may have retain separate counsel if the Trustee shall have been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Issuers and Company shall reimburse the Guarantors shall pay Trustee for the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Company need not pay for any settlement made without their its written consent, which consent shall . The Company need not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the Trustee through its own negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturemisconduct. To secure the Issuers’ and the Guarantors’ Company's payment obligations in this Section 7.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay principal and of, premium or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureNotes pursuant to Article III. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.1(f) or (jg) 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. The Trustee Company's obligations under this Section 7.7 and any lien arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) the Trustee, the discharge of the Company's obligations pursuant to the extent applicableArticle VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to each of the Trustee and the Collateral Agent from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s Such compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse each of the Trustee and the Collateral Agent promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable and documented compensation, and reasonable disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its officersthe Collateral Agent for, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing Trustee and the Collateral Agent harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their respective duties hereunder and under this Indenture, the Security Documents and Intercreditor Agreements (including the reasonable costs and expenses of enforcing this Indenture Indenture, the Security Documents or the Intercreditor Agreements against the Issuers and Issuer or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Issuer or any Holder Guarantor, or any other Person) Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any hereunder or thereunder) (but excluding taxes imposed on such loss, liability persons in connection with compensation for such administration or expense may be attributable to its negligence, bad faith or willful misconductperformance). The Trustee or the Collateral Agent, as the case may be, shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and each of the Trustee and the Collateral Agent shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Each of the Trustee and the Collateral Agent may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor any Guarantor shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee’s negligence or willful misconduct or the Collateral Agent’s gross negligence or willful misconduct, as the case may be; provided, however, that each of the Trustee and the Guarantors need Collateral Agent may only employ separate counsel at the expense of the Issuer if (a) the Issuer has not otherwise assumed the Trustee’s or Collateral Agent’s defense or (b) in the judgement of the Trustee or Collateral Agent, (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee or Collateral Agent that are different from or are in addition to those available to the Issuer. Neither the Issuer nor any Guarantor shall be required to pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither In no event shall the Issuers nor the Guarantors need reimburse the Trustee Issuer or any Guarantor be responsible or liable for special, indirect, punitive or consequential loss or damage of any expense or indemnity against any liability or kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee to the extent such expense, liability Issuer or loss is attributable to the negligence, bad faith or willful misconduct any Guarantor has been advised of the Trusteelikelihood of such loss or damage and regardless of the form of action. The obligations of the Issuers and the Guarantors Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and or the satisfaction and discharge of this IndentureCollateral Agent, as applicable. To secure the Issuers’ payment obligations of the Issuer and the Guarantors’ payment obligations Guarantors in this Section 7.07, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or the Collateral Agent, except that for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(6) or (j7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred Incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and its officers, their directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability, claimsclaim, liabilities damage or expenses expense (including the reasonable fees attorneys’ fees, disbursements and expenses of counsel and including taxes (other than those taxes based on upon, measured by or determined by the income of the Trustee)) incurred Incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture or Subsidiary Guarantee against the Issuers and the Guarantors any Issuer or any Subsidiary Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by an any Issuer, any Guarantor or Subsidiary Guarantor, any Holder holder or any other Person) ). The obligation to pay such amounts shall survive the payment in full or liability in connection with defeasance of the exercise Notes or performance the removal or resignation of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductTrustee. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Issuers and the Guarantors shall not relieve the Issuers any Issuer or the Guarantors any Subsidiary Guarantor of their its indemnity obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable cooperation at the Issuers’ expense in the defense. The Trustee Such indemnified parties may have separate counsel and the Issuers and the Guarantors such Subsidiary Guarantor, as applicable, shall pay the reasonable fees fees, disbursements and expenses of such counsel. The ; provided, however, that the Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense required to pay such fees, disbursements and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or indemnity against any liability or loss potential conflict of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of interest between the Issuers and the Guarantors under this Section 7.07 shall survive the resignation Subsidiary Guarantor, as applicable, and such parties in connection with such defense. The Issuers need not reimburse any expense or removal of the Trustee and the satisfaction and discharge of this Indentureindemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Issuers’ and the Subsidiary Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction and or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. When Without prejudice to any other rights available to the Trustee incurs under applicable law, when the Trustee Incurs expenses or renders services (including the charges and expenses of the Trustee’s agents and counsel) after an Event the occurrence of a Default specified in Section 6.01(i6.01(f) or (jg) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The No provision of this Indenture shall require the Trustee shall comply with to expend or risk its own funds or otherwise Incur any financial liability in the provisions performance of TIA § 313(b)(2) any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to the extent applicableits satisfaction.

Compensation and Indemnity. The Issuers Casella shall pay to the Trustee from time to time such compensation as the Issuers Casella and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Casella shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee's negligence, bad faith or willful misconduct. Such expenses shall include the compensation, and reasonable disbursements fees and expenses of the Trustee’s 's agents and counsel. The Issuers and the Guarantors, jointly and severally, Casella shall indemnify each of the Trustee or any predecessor Trustee and its officers, directorsagents, employees, agents and any predecessor trustee and its officers, directorsstockholders and directors for, employees and agents and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claims, liabilities or expenses claims including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture defending themselves against the Issuers and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee's rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors Casella promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure by Casella may, subject to the approval of the Trustee to so notify the Issuers and the Guarantors (which approval shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers and the Guarantors Casella shall pay the reasonable fees and expenses of such counsel. The Issuers ; PROVIDED, HOWEVER, that Casella will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee's defense and there is no conflict of interest between Casella and the Guarantors Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. Casella need not pay for any settlement made without their its written consent, which consent shall . Casella need not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the Trustee through its negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturemisconduct. To secure the Issuers’ and the Guarantors’ Xxxxxxx'x payment obligations in this Section 7.07, the Trustee shall have a Lien senior claim prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee. The obligations of Casella and the Guarantors under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Ten or Section 11.02 except that assets or money held in trust to pay principal and of or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Section 6.01(i6.01(8) or (j9) hereof occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. The Trustee shall comply with Notwithstanding any other provision in this Indenture, the foregoing provisions of TIA § 313(b)(2) to this Section 7.07 shall survive the extent applicablesatisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this the Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, Subsidiary Guarantors shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Trustee or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) 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 either of the Issuers and the Guarantors or any Subsidiary Guarantor (including this Section 7.078.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor Subsidiary Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, negligence or bad faith or willful misconductfaith. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, negligence or bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 8.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this the Indenture. To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this the Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i7.01(j) or (jk) 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. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and the Agents from time to time such compensation for their services as the Issuers and the Trustee may parties shall agree in writing for the Trustee’s acceptance of this Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and the Agents upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including Paying Agent, and its Registrar), and each of their officers, directors, employees, agents counsel and any predecessor trustee and its officersagents, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability or expense (including, claimsbut not limited to, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by an Issuerany Holder, any Guarantor the Issuer 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, bad faith or willful misconductotherwise). The Trustee and the Agents shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or an Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Agents may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of expense incurred by the Trustee and the satisfaction and discharge or an Agent as a result of this Indentureits own willful misconduct, negligence or bad faith. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee or an Agent. When the Trustee or an Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(iSections 6.1(v) or (jvi) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with Pursuant to Section 10.1, the provisions obligations of TIA § 313(b)(2) to the extent applicableIssuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers shall and the Subsidiary Guarantors jointly and severally agree to pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder and under the Collateral Agreements in accordance with a written schedule provided by the Trustee to the Issuers. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall and the Subsidiary Guarantors jointly and severally agree to reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, Subsidiary Guarantors shall jointly and severally, shall severally indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on 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, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor either of the Issuers 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, negligence or bad faith or willful misconductfaith. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors any Subsidiary Guarantor of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(l) or (jm) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and its services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counsel. experts. (b) The Issuers Issuer and the GuarantorsGuarantor, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold each of the foregoing Trustee harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of the trust created by this Indenture and the performance of its duties under this Indenture, Indenture (including the reasonable costs and expenses of enforcing this Indenture against the Issuers and Issuer or the Guarantors Guarantor (including this Section 7.077.06) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Issuer or any Holder the Guarantor, or any other Person) Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any but excluding taxes imposed on such loss, liability persons in connection with compensation for such administration or expense may be attributable to its negligence, bad faith or willful misconductperformance). The Trustee shall notify the Issuers Issuer and the Guarantors Guarantor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers Issuer and the Guarantors Guarantor shall not relieve the Issuers or Issuer and the Guarantors Guarantor of their obligations hereunder. The Issuers Issuer and the Guarantors Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and Issuer or the Guarantors Guarantor shall pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor the Guarantor need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence, as determined by a court of competent jurisdiction in a final and non-appealable decision. (c) Neither the Guarantors Issuer nor the Guarantor need not pay for any settlement made without their its prior written consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. . (d) The obligations of the Issuers and the Guarantors Issuer under this Section 7.07 shall survive 7.06 and the resignation or removal immunities of the Trustee and contained in Article VII shall survive the satisfaction and discharge of this Indenture. Indenture or the earlier resignation or removal of the Trustee. (e) To secure the Issuers’ payment obligations of the Issuer and the Guarantors’ payment obligations in Guarantor under this Section 7.077.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. , the termination for any reason of this Indenture and the resignation or removal of the Trustee. (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(5) or (j6) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The . (g) For purposes of this Section 7.06, “Trustee” will include any predecessor Trustee, but the willful misconduct, gross negligence or bad faith of any Trustee shall comply with will not affect the provisions rights of TIA § 313(b)(2) to the extent applicableany other Trustee under this Section 7.06.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as for its services hereunder (which shall be agreed to from time to time in writing by the Issuers Issuer and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or willful misconduct. Such expenses shall include the reasonable and documented compensation, and reasonable disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers Issuer and the GuarantorsCompany, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and its officers, directorsagents, employees, agents and any predecessor trustee and its officers, directorsstockholders and directors for, employees and agents and hold each of the foregoing them harmless against against, any and all lossesloss, damagesliability or expense, claims, liabilities or expenses including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on upon, measured or determined by the income of the Trustee) ), incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture defending themselves against the Issuers and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors Issuer promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure by At the Trustee to so notify Trustee’s reasonable discretion, the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers and the Guarantors Issuer need not pay for any settlement made without their its written consent, which consent shall . The Issuer need not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the Trustee through its negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturemisconduct. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations Obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on Securities against all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indentureits capacity as Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(iclause (f) or (jg) hereof of Section 6.01 occurs, the expenses and the compensation for the services (including shall be paid to the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowable under any Bankruptcy Law. The Trustee Issuer’s and the Company’s Obligations under this Section 7.07 and any claim arising hereunder shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) any Trustee, the discharge of the Issuer’s Obligations pursuant to the extent applicableArticle 8 and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. (a) The Issuers Issuer shall pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunderits services. The Indenture Trustee’s compensation shall not not, to the extent permitted by law, be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall pay to and/or reimburse the Indenture Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, costs, fees, advances and expenses all other amounts incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable fees, costs, expenses, disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counsel. experts. (b) The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees affiliates and agents and hold each of the foregoing harmless against any and all lossescost, damagesfee, claimsdamage, liabilities loss, liability, penalty, tax or expenses expense (including the reasonable fees fees, costs and expenses of counsel its agents, counsel, accountants and taxes other than those based on the income of the Trusteeexperts and any reasonable extraordinary out-of-pocket expenses) incurred by it arising out of or in connection with the acceptance or administration and the enforcement of this Indenture, the Supplemental Indenture and the other Basic Documents and the Indenture Trustee’s rights, privileges, powers and obligations under this Indenture (including this Section), the Supplemental Indenture and the other Basic Documents and the performance of its duties under this Indenture, hereunder (including the costs cost and expenses expense of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) 6.07), the Supplemental Indenture and any Basic Document and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise of such duties) and thereunder and obligations under or performance pursuant to this Indenture, the Supplemental Indenture and the other Basic Documents other than any tax on the compensation of any of the Indenture Trustee for its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductservices as Indenture Trustee. The Indenture Trustee shall notify the Issuers and the Guarantors promptly Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and claim, the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel counsel, and the Issuers and the Guarantors Issuer shall pay and/or reimburse the reasonable fees fees, costs and expenses of such counsel. The Issuers and . (c) Notwithstanding any other provision of this Indenture, the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable expense incurred by the Indenture Trustee directly resulting from the Indenture Trustee’s own willful misconduct, negligence or bad faith. (d) The payment and reimbursement obligations (including any and all indemnification obligations) to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under Indenture Trustee pursuant to this Section 7.07 6.07 shall survive the resignation termination or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ , and the Guarantors’ payment obligations in this Section 7.07Supplemental Indenture, or the Trustee shall have a Lien prior to earlier resignation or removal of the Notes on all money or property held or collected by the Indenture Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i5.01(e) or (jSection 5.01(f) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableother applicable U.S. federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers and the Guarantors jointly and severally shall pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s 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 Issuers and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to connection with its duties under this Indenture, including the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers and the Guarantors, jointly and severally, shall agree to indemnify each of the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officersTrustee for, directors, employees and agents and hold each of the foregoing it harmless against against, any and all lossesloss, damagesdamage, claimsclaim, liabilities or expenses liability, reasonable expense (including the but not limited to reasonable attorneys' fees and expenses of counsel and expenses) or taxes (other than those taxes based on the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration performance of its duties under this Indenture, Indenture including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder (including, except to the extent any such losswithout limitation, liability or expense may be attributable to its negligence, bad faith or willful misconductsettlement costs). The Trustee shall notify the Issuers and the Guarantors in writing promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure However, the failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and Notwithstanding the Guarantors shall defend foregoing, the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify it against any loss or liability or loss of incurred by the Trustee to through its negligence or bad faith. To secure the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The payment obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee in its capacity as such, except that such money or property held in trust to pay principal principal, premium, if any, Redemption Price or Purchase Price of, and accrued interest on on, particular Notes. Such Lien The obligations of the Issuers and the Guarantors under this Section 7.7 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Company and each of the Guarantors and shall survive the satisfaction and discharge of this Indenture, including the termination or rejection hereof in any bankruptcy proceeding to the extent permitted by law. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.1(9) or (j10) 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. The Trustee For purposes of this Section 7.7, the term "Trustee" shall comply with the provisions of TIA § 313(b)(2) include any trustee appointed pursuant to the extent applicableArticle IX.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for their services as the Issuers and the Trustee may parties shall agree in writing for the Trustee’s acceptance of this Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including Paying Agent, and its Registrar), and each of their officers, directors, employees, agents counsel and any predecessor trustee and its officersagents, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability or expense (including, claimsbut not limited to, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by an Issuerany Holder, any Guarantor the Issuer 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, bad faith or willful misconductotherwise). The Trustee shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of expense incurred by the Trustee and the satisfaction and discharge as a result of this Indentureits own willful misconduct, negligence or bad faith. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.1(v) or (jvi) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with Pursuant to Section 10.1, the provisions obligations of TIA § 313(b)(2) to the extent applicableIssuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers, or, upon the failure of the Issuers to pay, each Note Guarantor (if any), jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may from time to time agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder and under the Notes. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuers to undertake duties which the Trustee and the Issuers agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, the Issuers shall pay to the Trustee such additional remuneration as shall be agreed between them. The Issuers and each Note Guarantor (if any), jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it (as evidenced in an invoice from the Trustee), including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationproperly incurred compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantorseach Note Guarantor (if any), jointly and severally, severally shall indemnify the Trustee and its the Paying Agents and their respective officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless employers against any and all lossesloss, damagesliability, claims, liabilities taxes or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteeattorneys’ fees) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, Indenture and the Notes including the costs and expenses of enforcing under this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor the Issuers 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, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors any Note Guarantor of their its indemnity obligations hereunder. The Except in cases where the interests of the Issuers and the Guarantors Trustee may be adverse, the Issuers shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable cooperation at the Issuers’ and any Note Guarantor’s expense in the defense. The Trustee Notwithstanding the foregoing, such indemnified party may, in its sole discretion, assume the defense of the claim against it and the Issuers and any Note Guarantor shall, jointly and severally, pay the reasonable fees and expenses of the indemnified party’s defense (as evidenced in an invoice from the Trustee). Such indemnified parties may have separate counsel of their choosing and the Issuers and the Guarantors any Note Guarantor, jointly and severally, shall pay the reasonable fees and expenses of such counselcounsel (as evidenced in an invoice from the Trustee); provided, however, that the Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuers and any Note Guarantor, as applicable, and such parties in connection with such defense. The Issuers and the Guarantors need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the The Issuers nor the Guarantors need not reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to the negligenceexpense incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturefaith. To secure the Issuers’ and the Guarantors’ any Note Guarantor’s payment obligations in this Section 7.07, the Trustee shall and the Paying Agents have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Issuers’ and any Note Guarantor’s payment obligations pursuant to this Section and any lien arising thereunder shall survive the satisfaction and or discharge of this Indenture. When , any rejection or termination of this Indenture under any Debtor Relief Law or the resignation or removal of the Trustee incurs and the Paying Agents. Without prejudice to any other rights available to the Trustee and the Paying Agents under applicable law, when the Trustee and the Paying Agents incur expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.01(a)(6) or (j) hereof occurswith respect to the Issuers, 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 the Debtor Relief Law. The Trustee shall comply with For the provisions avoidance of TIA § 313(b)(2) doubt, the rights, privileges, protections, immunities and benefits given to the extent applicableTrustee in this Section 7.07, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder including, without limitation, as Registrar, Transfer Agent and Paying Agent, and by each agent (including Deutsche Bank Trust Company Americas), custodian and other Person employed with due care to act as agent hereunder.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify indemnify, defend and protect the Trustee and its officersfor, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing Trustee harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuers and Company or the Co-Issuer or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Company or the Co-Issuer or any Holder Guarantor, or any other Person) Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any ) (but excluding taxes imposed on such loss, liability persons in connection with compensation for such administration or expense may be attributable to its negligence, bad faith or willful misconductperformance). The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Neither the Issuers and nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct or gross negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Neither the Issuers nor any Guarantor need not to pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither The obligations of the Issuers nor under this Section 7.07 and the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss immunities of the Trustee to contained in Article VII shall survive the extent such expense, liability satisfaction and discharge of this Indenture or loss is attributable to the negligence, bad faith earlier resignation or willful misconduct removal of the Trustee. The To secure the payment obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(7) or (j) 8) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers shall Company, the Parent Guarantor and the Subsidiary Guarantors will jointly and severally pay to the Trustee from time to time such properly incurred compensation as the Issuers and the Trustee may agree agreed upon in writing for the Trustee’s acceptance of this Indenture and services hereunderits 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. If a Default or an Event of Default shall have occurred and is continuing or if the Trustee is requested to undertake duties which are outside the scope of the Trustee’s duties under this Indenture, the Company, the Parent Guarantor and the Subsidiary Guarantors shall be jointly and severally responsible for and shall pay such additional remuneration as mutually agreed between the Company and the Trustee; provided that failure to agree or pay such additional remuneration shall not affect the Trustee’s duties to the Holders specified herein, including to take such actions as instructed, directed or requested by the Holders (subject to, where applicable, receiving indemnity and/or security and/or pre-funding to its satisfaction). The Issuers shall Company will reimburse the Trustee promptly upon request for all reasonable disbursementsproperly incurred out-of-pocket expenses, disbursements and advances and expenses (including costs of collection) incurred or made by it in addition to the Trustee for its services hereunder, including the compensation for its services. Such expenses shall include the compensation, and reasonable disbursements and properly incurred expenses of the Trustee’s agents agents, attorneys, delegates and counsel. The Issuers . (b) Each of the Company, the Parent Guarantor and the Subsidiary Guarantors, jointly and severally, shall will (to the fullest extent permitted by applicable law) indemnify the Trustee or any predecessor Trustee and its officers, directorstheir respective agents, employees, agents officers and any predecessor trustee and its officersdirectors for, directors, employees and agents and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claimsclaim, including taxes, or liabilities or expenses (properly incurred expenses, including the reasonable legal fees and expenses of counsel and taxes other than those based expenses, without gross negligence or willful misconduct on the income of the Trustee) incurred by it its part arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Notes and the Intercreditor Agreement, including the properly incurred costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and arbitration proceedings and/or defending itself against any claim (whether asserted by an Issuer, or liability and of complying with any Guarantor process served upon it or any Holder or any other Person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers under this Indenture and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers Notes, and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable properly incurred compensation, expenses, fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct disbursements of the Trustee. The obligations of ’s agents and counsel and other persons not regularly within the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. Trustee’s employ. (c) To secure the Issuers’ and the Guarantors’ Company’s payment obligations in this Section 7.07Section, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, and interest on particular Notes. Such Lien . (d) This ‎Section 8.07 shall survive the satisfaction and discharge redemption or maturity of the Notes, the termination of this Indenture. , and resignation or removal of the Trustee. (e) When the Trustee incurs expenses or renders services pursuant to this Indenture after the occurrence of an Event of Default specified in Section 6.01(i‎Section 7.01(g), ‎Section 7.01(h) or (j‎Section 7.01(i) hereof occurswith respect to the Company, the Parent Guarantor or any Subsidiary Guarantor, 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 the United States Bankruptcy Code (Title 11 of the United States Code) or any Bankruptcy Law. The Trustee shall comply with other similar law for the provisions relief of TIA § 313(b)(2debtors. (f) All rights, powers, protections, immunities, limitations of liabilities and benefits available to the extent Trustee under this Indenture shall apply equally to each of the other capacities of The Bank of New York Mellon under this Indenture (as applicable). (g) All compensation and indemnity payments made by the Company, the Parent Guarantor and/or the Subsidiary Guarantors to the Trustee under this Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatever nature (including related penalties, interest and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the Relevant Jurisdiction or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company, the Parent Guarantor or any Subsidiary Guarantor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made. If the Company, the Parent Guarantor or any Subsidiary Guarantor is so required by law or by regulation or governmental policy having the force of law to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to such payments to the Trustee, the Company, the Parent Guarantor and the Subsidiary Guarantors shall jointly and severally pay such additional amounts as may be necessary so that the net amount received by the Trustee (including such additional amounts) after such withholding or deduction will not be less than the amount the Trustee would have received if such Taxes had not been withheld or deducted.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and the Agents from time to time such compensation for their services as the Issuers and the Trustee may parties shall agree in writing for the Trustee’s acceptance of this Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and the Agents upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including as Paying Agent and its Registrar), and each of their officers, directors, employees, agents counsel and any predecessor trustee and its officersagents, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesliability or expense (including, claimsbut not limited to, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by an Issuerany Holder, any Guarantor the Issuer 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, bad faith or willful misconductotherwise). The Trustee and the Agents shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or an Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Agents may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of expense incurred by the Trustee and the satisfaction and discharge or an Agent as a result of this Indentureits own willful misconduct, negligence or bad faith. To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee or an Agent. When the Trustee or an Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.1(v) or (j6.1(vi) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with Pursuant to Section 10.1, the provisions obligations of TIA § 313(b)(2) to the extent applicableIssuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers shall pay to the Trustee and the Agents from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse each of the Trustee and the Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the GuarantorsGuarantors shall indemnify each of the Trustee and the Agents, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on 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, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith negligence or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided that the Issuers and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith negligence or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this IndentureTrustee. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunderits services. The Indenture Trustee’s compensation shall not not, to the extent permitted by applicable law, be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Indenture Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossescost, damagesdamage, claimsloss, liabilities liability, tax or expenses expense (including the reasonable fees and expenses of counsel its counsel, accountants or other experts and taxes other than those based on the income of the Trusteeany reasonable out-of-pocket expenses directly or indirectly) incurred by it arising out of the Indenture Trustee or such Persons in connection with the acceptance or administration and the enforcement of its this Indenture (including the Issuer’s indemnification obligations under this Section 6.07), the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers, duties and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunder, including the costs cost and expenses expense of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise of such duties, and thereunder and obligations under or performance of any of its powers or duties hereunderpursuant to this Indenture, except to the extent Series Supplement and the other Basic Documents other than any such loss, liability or expense may be attributable to tax on the compensation of the Indenture Trustee for its negligence, bad faith or willful misconductservices as Indenture Trustee. The Indenture Trustee shall notify the Issuers and the Guarantors promptly Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and claim, the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel counsel, and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and Notwithstanding the Guarantors foregoing or any other provision of this Indenture, the Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The payment obligations to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under Indenture Trustee pursuant to this Section 7.07 6.07 shall survive the termination or satisfaction and discharge of this Indenture and Series Supplement or the earlier resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Indenture Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i5.01(e) or (jSection 5.01(f) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableother applicable U.S. federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Issuers shall Issuer and each Guarantor, jointly and severally, covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time such compensation for its services as the Issuers Issuer and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and each Guarantor shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses (including attorneys’ fees and expenses), disbursements and advances and expenses incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services, except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents and counsel. The Issuers Trustee shall provide the Issuer reasonable notice of any expenditure not in the ordinary course of business. The Issuer and the Guarantorseach Guarantor, jointly and severally, shall indemnify each of the Trustee and its officersTrustee, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless any predecessor Trustees against any and all lossesloss, damagesdamage, claimsclaim, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes expenses) (other than those based on the income of taxes applicable to the Trustee’s compensation hereunder) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an the Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder (including, except without limitation, settlement costs), and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the extent any such lossTrustee’s right to compensation, liability reimbursement or expense may be attributable to its negligence, bad faith or willful misconductindemnification. The Trustee shall notify the Issuers and the Guarantors Issuer promptly of any claim of which a Trust Officer has received written notice and for which it may seek indemnity. Failure by the Trustee so to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder, except to the extent that the Issuer has been prejudiced by such failure. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate cooperate, to the extent reasonable, in the defense. The Trustee may have separate defense of any such claim, and, if (in the opinion of counsel and to the Issuers and Trustee) the Guarantors facts or issues surrounding the claim are reasonably likely to create a conflict with the Issuer, the Issuer shall pay the reasonable fees and expenses of such counselseparate counsel to the Trustee. The Issuers and Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction. The Issuer need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither withheld or delayed. (b) To secure the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The Issuer’s payment obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.077.7, the Trustee (including any predecessor trustee) shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien . (c) The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the satisfaction satisfaction, discharge and termination of this Indenture, the resignation or removal of the Trustee and any discharge of this Indenture including any discharge under any Bankruptcy Law. In addition to and without prejudice to the rights provided to the Trustee under applicable law or any of the provisions of this Indenture. When , when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.1(a)(6) or (jSection 6.1(a)(7) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Company shall pay to the Trustee Collateral Agent from time to time such compensation as shall be agreed to in writing by the Issuers Company and the Trustee may agree in writing Collateral Agent for the Trustee’s its acceptance of this Indenture Indenture, the Intercreditor Agreement, the Security Documents and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses incurred or made by it in addition to connection with Collateral Agent’s duties under the compensation for its services. Such expenses shall include Indenture Documents, including the reasonable compensation, and reasonable disbursements and expenses of the TrusteeCollateral Agent’s agents and counsel. , except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence. (b) The Issuers Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee Collateral Agent and its officers, directorsany predecessor Collateral Agent and each of their agents, employees, agents officers and any predecessor trustee and its officersdirectors for, directors, employees and agents and hold each of the foregoing them harmless against against, any and all losses, damagesliabilities, claims, liabilities damages or expenses (including the reasonable fees and expenses of counsel to the Collateral Agent and taxes other than those based on the income of the Trusteeany environmental liabilities) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the Intercreditor Agreement and the Security Documents, including, without limitation (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture Indenture, the Intercreditor Agreement and the Security Documents against the Issuers Company and the Guarantors (including this Section 7.0717.11) and defending itself against or investigating any claim (whether asserted by an Issuerthe Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder, except to the extent any such loss, liability liability, claim, damage or expense may be shall have been determined by a court of competent jurisdiction to have been attributable to its willful misconduct or gross negligence, bad faith or willful misconduct. The Trustee Collateral Agent shall notify the Issuers and the Guarantors Company promptly of any claim for which it may seek indemnity. Failure by the Trustee Collateral Agent to so notify the Issuers and the Guarantors Company shall not relieve the Issuers Company or the Guarantors of their obligations hereunder, except to the extent the Company or the Guarantors are materially prejudiced thereby. The Issuers At the Collateral Agent’s sole discretion, the Company and the Guarantors shall defend any claim or threatened claim asserted against the claim Collateral Agent, with counsel reasonably satisfactory to the Collateral Agent, and the Trustee Collateral Agent shall cooperate in the defensedefense at the Company’s and the Guarantors’ expense. The Trustee Collateral Agent may have one separate U.S. counsel (and one separate foreign counsel in each applicable non-U.S. jurisdiction) and the Issuers Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss . (c) The Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture whether or not expressly stated therein, including but not limited to the extent such expenseright to be compensated, liability or loss is attributable reimbursed and indemnified under Section 7.06, in the acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any provision to the negligencecontrary contained elsewhere in the Indenture Documents, bad faith the Collateral Agent shall not have any duties or willful misconduct responsibilities, except those expressly set forth in the Indenture Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the Trusteeforegoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (d) The obligations of the Issuers Company and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien 17.11 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses Indenture and the compensation for resignation, removal or replacement of 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 § 313(b)(2) to the extent applicableCollateral Agent.

Compensation and Indemnity. The Issuers Issuer shall pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunderits services. The Indenture Trustee’s compensation shall not not, to the extent permitted by law, be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Indenture Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossescost, damagesdamage, claimsloss, liabilities liability, tax or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration and the enforcement of its duties this Indenture, each Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers each Series Supplement and the Guarantors (including this Section 7.07) other Basic Documents and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers duties hereunder and thereunder and obligations under or duties hereunderpursuant to this Indenture, except to each Series Supplement and the extent other Basic Documents other than any such loss, liability or expense may be attributable to tax on the compensation of the Indenture Trustee for its negligence, bad faith or willful misconductservices as Indenture Trustee. The Indenture Trustee shall notify the Issuers and the Guarantors promptly Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and claim, the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel counsel, and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The payment obligations to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under Indenture Trustee pursuant to this Section 7.07 6.07 shall survive the discharge of this Indenture and Series Supplements or the earlier resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Indenture Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i5.01(e) or (jSection 5.01(f) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableother applicable U.S. federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunderits services. The Indenture Trustee’s compensation shall not not, to the extent permitted by applicable law, be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Indenture Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers and the Guarantors, jointly and severally, Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold (each of the foregoing harmless an “Indenture Trustee Indemnified Person”) against any and all lossescost, damagesdamage, claimsloss, liabilities liability, tax or expenses expense (including the reasonable attorneys’, accountants’ and experts’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration and the enforcement of its duties this Indenture, the Series Supplement and the other Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunder, including the costs cost and expenses expense of enforcing such enforcement of this Indenture against the Issuers and the Guarantors (including this Section 7.07Section) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise of such duties, and thereunder and obligations under or performance pursuant to this Indenture, the Series Supplement and the other Basic Documents other than any such tax on the compensation of the Indenture Trustee for its services as Indenture Trustee. The Issuer shall not be required to indemnify the Indenture Trustee Indemnified Person for any amount paid or payable by such Indenture Trustee Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of its powers or duties hereunderthe Issuer, except to the extent any such loss, liability or expense may which consent shall not be attributable to its negligence, bad faith or willful misconductunreasonably withheld. The Indenture Trustee Indemnified Person shall notify the Issuers and the Guarantors promptly Issuer in writing as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and claim; the Indenture Trustee shall cooperate in the defense. The Trustee Indemnified Person may have separate counsel counsel; and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such separate counsel. The Issuers and ; provided that the Guarantors need not pay for any settlement made without their consent, which consent Issuer shall not be unreasonably withheldobligated to pay for the fees and expenses of more than one separate counsel for the Indenture Trustee Indemnified Person other than one local counsel, if appropriate. Neither the Issuers nor the Guarantors The Issuer need not reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable expense incurred by the Indenture Trustee through the Indenture Trustee Indemnified Person’s own willful misconduct, negligence or bad faith. The rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under Indenture Trustee pursuant to this Section 7.07 6.07 shall survive the termination or satisfaction and discharge of this Indenture and Series Supplement or the earlier resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Indenture Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i5.01(e) or (jSection 5.01(f) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableother applicable U.S. federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers Company shall pay to the Trustee and Agents from time to time such reasonable compensation as the Issuers Company and the Trustee may shall from time to time agree in writing for the Trustee’s its acceptance of this Indenture and services hereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee promptly and Agent upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel or appointees) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counselAgents’ accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 11.4 hereof. The Issuers Company shall indemnify each of the Trustee, any predecessor Trustee and the GuarantorsAgents (which, jointly for purposes of this paragraph, include such Trustee’s and severallyAgents’ affiliates, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents agents) and in any other capacity the Trustee may serve hereunder for, and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claimsclaim, liabilities proceedings, demands, costs, expense or expenses liability including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) incurred by it arising out of the Trustee or an Agent without negligence or willful misconduct on its part in connection with the acceptance or of administration of its duties this trust and performance of any provision under this Indenture, including the costs reasonable expenses and counsel fees and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee and the Agents shall notify the Issuers and the Guarantors Company promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity. Failure However, the failure by the Trustee or the Agent to so notify the Issuers and the Guarantors Company shall not relieve the Issuers or the Guarantors Company of their its obligations hereunder. The Issuers and Company need not reimburse or indemnify against any loss liability or expense incurred by the Guarantors Trustee through its own willful misconduct or negligence. The Company shall defend the claim and the Trustee or such Agent shall cooperate in the defensedefense (and may employ its own counsel, but at the Trustee’s expense unless the named parties in any such proceeding (including any impleaded parties) include both the Company and the Trustee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them). The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Company need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ Company’s payment obligations in this Section 7.076.6, the Trustee and the Agents shall have a Lien claim prior to the Notes on against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as Trustee or Agent, except that money or property held in trust to pay principal and or premium, if any, Additional Amounts, if any, or interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(iSections 5.1(7) or through (j) hereof occurs11), the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the holders of the Notes in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s obligations under this Section 6.6 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee shall comply with or Agent, the provisions discharge of TIA § 313(b)(2) the Company’s obligations pursuant to the extent applicableArticle IV and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. (A) The Issuers Company shall pay to the Trustee Collateral Agent from time to time such compensation as shall be agreed to in writing by the Issuers Company and the Trustee may agree in writing Collateral Agent for the Trustee’s its acceptance of this Indenture Indenture, the Security Documents and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses incurred or made by it in addition to connection with Collateral Agent’s duties under this Indenture and the compensation for its services. Such expenses shall include Security Documents, including the reasonable compensation, and reasonable disbursements and expenses of the TrusteeCollateral Agent’s agents and counsel. , except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence. (B) The Issuers Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee Collateral Agent and its officers, directorsany predecessor Collateral Agent and each of their agents, employees, agents officers and any predecessor trustee and its officersdirectors for, directors, employees and agents and hold each of the foregoing them harmless against against, any and all losses, damagesliabilities, claims, liabilities damages or expenses (including the reasonable fees and expenses of counsel to the Collateral Agent and taxes other than those based on the income of the Trusteeany environmental liabilities) incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture and the Security Documents, including including, without limitation (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture and the Security Documents against the Issuers Company and the Guarantors (including this Section 7.0712.11) and defending itself against or investigating any claim (whether asserted by an Issuerthe Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or thereunder, except to the extent any such loss, liability liability, claim, damage or expense may be shall have been determined by a court of competent jurisdiction to have been attributable to its willful misconduct or gross negligence, bad faith or willful misconduct. The Trustee Collateral Agent shall notify the Issuers and the Guarantors Company promptly of any claim for which it may seek indemnity. Failure by the Trustee Collateral Agent to so notify the Issuers and the Guarantors Company shall not relieve the Issuers Company or the Guarantors of their obligations hereunder, except to the extent the Company or the Guarantors are materially prejudiced thereby. The Issuers At the Collateral Agent’s sole discretion, the Company and the Guarantors shall defend any claim or threatened claim asserted against the claim Collateral Agent, with counsel reasonably satisfactory to the Collateral Agent, and the Trustee Collateral Agent shall cooperate in the defensedefense at the Company’s and the Guarantors’ expense. The Trustee Collateral Agent may have one separate U.S. counsel (and one separate foreign counsel in each applicable non-U.S. jurisdiction) and the Issuers Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss . (C) The Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture whether or not expressly stated therein, including but not limited to the extent such expenseright to be compensated, liability or loss is attributable reimbursed and indemnified under Section 11.06, in the acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any provision to the negligencecontrary contained elsewhere in this Indenture or the Security Documents, bad faith the Collateral Agent shall not have any duties or willful misconduct responsibilities, except those expressly set forth in this Indenture or the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the Trusteeforegoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (D) The obligations of the Issuers Company and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien 12.11 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses Indenture and the compensation for resignation, removal or replacement of 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 § 313(b)(2) to the extent applicableCollateral Agent.

Compensation and Indemnity. The Issuers and the Guarantors, jointly and severally, shall pay to the Trustee Trustee, the Agents, the Notes Collateral Agent and the Common Collateral Agent, from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s, Agent’s, Notes Collateral Agent’s and Common Collateral Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee Trustee, the Agents, the Notes Collateral Agent and the Common Collateral Agent promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s, Agent’s, Notes Collateral Agent’s and Common Collateral Agent’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee Trustee, the Agents, the Notes Collateral Agent, the Common Collateral Agent and its their respective officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, and hold each of the foregoing Indemnified Parties harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or them in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuers and or any of the Guarantors (including this Section 7.077.06) and or defending itself against any claim (whether asserted by an any Holder, the Issuer, any Guarantor the Co-Issuer or any Holder or any other Person) Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any ) (but excluding taxes imposed on such loss, liability Persons in connection with compensation for such administration or expense may be attributable to its negligence, bad faith or willful misconductperformance). The Trustee Indemnified Parties shall notify the Issuers and the Guarantors Issuer promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnity. Failure by the Trustee Indemnified Parties to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Except in cases where the interests of the Issuers and/or the Guarantors, on the one hand and the Guarantors Indemnified Parties, on the other hand, may be adverse, the Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee Indemnified Parties may have separate counsel and the Issuers and the Guarantors Guarantors, jointly and severally, shall pay the reasonable fees and expenses of such counsel. The Neither the Issuers and nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such Indemnified Party’s own willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final, non-appealable judgment). After the Guarantors Issuers have assumed the defense of an Indemnified Party or such other Indemnified Party as provided for hereunder, neither the Issuers nor any Guarantor need not pay for any settlement made without their its consent, which consent shall will not be unreasonably withheldwithheld or delayed. Neither Any settlement which affects an Indemnified Party may not be entered into without the Issuers nor consent of such Indemnified Party, unless the Guarantors need reimburse the Trustee for any expense or indemnity against any applicable Indemnified Party is given a full and unconditional release from liability or loss of the Trustee with respect to the extent claims covered thereby, and such expensesettlement does not include a statement or admission of fault, liability culpability or loss is attributable failure to the negligence, bad faith act by or willful misconduct on behalf of the Trusteesuch Indemnified Party. The obligations of the Issuers and the Guarantors under this Section 7.07 7.06 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and the satisfaction and discharge of this Indenturesuch other Indemnified Parties, as applicable. To secure the Issuers’ payment obligations of the Issuers and the Guarantors’ payment obligations Guarantors in this Section 7.077.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee is requested to act upon instructions of one or more Holders, the Trustee shall not be required to act in the absence of indemnity and/or security against the costs, expenses and liabilities that may be incurred in compliance with such a request. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(a)(vi) or (jSection 6.01(a)(vii) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on 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, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability xxxxxxxxx or expense may be attributable to its negligence, bad faith negligence or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith negligence or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, Subsidiary Guarantors shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Trustee or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) 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 either of the Issuers and the Guarantors or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor Subsidiary Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, negligence or bad faith or willful misconductfaith. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, negligence or bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this IndentureIndenture and the replacement of the Trustee. Back to Contents To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest (including Additional Interest, if any) on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(h) or (ji) 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. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Issuer and each Guarantor, jointly and severally, shall pay to the Trustee and the Agents from time to time such fees, costs, expenses and compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as shall from time to time be agreed in writing between them. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and each Guarantor, jointly and severally, shall reimburse the Trustee and the Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it it, including costs of collection, any additional fees the Trustee and the Agents may incur acting after a Default or an Event of Default and any fees the Trustee and the Agents may incur in connection with exceptional duties in relation thereto, in addition to the compensation for its services. Such expenses shall will include the properly incurred compensation, disbursements, expenses and reasonable disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counsel. experts. (b) The Issuers Issuer and the Guarantorseach Guarantor, jointly and severally, shall indemnify the Trustee and its officersthe Agents, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless them harmless, against any and all losses, claims, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteeproperly incurred attorney’s fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and its duties under this IndentureIndenture or under the Intercreditor Agreements, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors Issuer (including this Section 7.07) and defending itself themselves against any claim (whether asserted by an the Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee and the Agents shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee and the Agents to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and At the Guarantors Trustee’s sole discretion, the Issuer shall defend the claim and the Trustee and the Agents shall cooperate provide reasonable cooperation and may participate at the Issuer’s expense in the defense. The Alternatively, the Trustee and the Agents may at its option have separate counsel of its own choosing and the Issuers and the Guarantors Issuer shall pay the reasonable properly incurred fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if, at the discretion of the Trustee, it assumes the Trustee’s defense and there is, in the opinion of the Trustee, no conflict of interest between the Issuer and the Trustee in connection with such defense and no Default or Event of Default has occurred and is continuing. The Issuers and the Guarantors Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors The Issuer need not reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of the Trustee to the extent such expense, liability or loss is attributable to incurred by the negligence, bad faith Trustee through its negligence or willful misconduct of the Trustee. misconduct. (c) The obligations of the Issuers Issuer and the Guarantors under this Section 7.07 shall and any Lien arising hereunder will survive the resignation or removal of the Trustee and or an Agent, the satisfaction and discharge of the Issuer’s obligations pursuant to Article X or the termination of this Indenture. . (d) To secure the Issuers’ and the Guarantors’ Issuer’s payment obligations in this Section 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall will survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(a)(7) or (j) 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. The Trustee shall comply with . (f) For the provisions avoidance of TIA § 313(b)(2) doubt, the rights, privileges, protections, immunities and benefits given to the extent applicableTrustee and the Agents under this Section 7.07, including its rights to be indemnified, are extended to and shall be enforced by the Trustee in each of its capacities hereunder and by each Agent.

Compensation and Indemnity. (a) The Issuers Company and Subsidiary Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation reasonable compensation, as the Issuers and the Trustee may agree agreed in writing from time to time, for the Trustee’s its acceptance and administration of this Indenture and services hereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Issuers Company and Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable and documented disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable and documented compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. . (b) The Issuers Company and the Guarantorseach Subsidiary Guarantor, jointly and severally, shall will indemnify the Trustee and its officers, directors, employees, agents hold it harmless from and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damagesliabilities, claims, liabilities damages, costs or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under this IndentureIndenture and the Subsidiary Guarantees, including the reasonable and documented costs and expenses of enforcing this Indenture and the Subsidiary Guarantees against the Issuers Company and the Subsidiary Guarantors (including this Section 7.077.06) and defending itself against any claim (whether asserted by an Issuerthe Company, any Guarantor or the Subsidiary Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, own gross negligence or bad faith or willful misconduct. The Trustee shall will notify the Issuers and the Guarantors Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall Company will not relieve the Issuers Company or any of the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Guarantors Company or such Subsidiary Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Company and/or Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and Neither the Guarantors Company nor any Subsidiary Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. . (c) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) of Section 6.01(i) or (j) 6.01 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. . (d) The Trustee Company’s and Subsidiary Guarantors’ obligations under this Section 7.06 shall comply with survive the provisions resignation or removal of TIA § 313(b)(2) to the extent applicableTrustee, the satisfaction and discharge of this Indenture, any termination of this Indenture, including any termination or rejection of this Indenture in any insolvency or similar proceeding, and the repayment of all the Notes.

Compensation and Indemnity. The Issuers Issuer, and the Guarantors, jointly and severally, shall pay to the Trustee from time to time and the Security Agent such compensation as the Issuers and the Trustee may agree shall be agreed in writing for the Trustee’s acceptance of this Indenture and their services hereunder. The Trustee’s and the Security Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer, and the Guarantors, jointly and severally, shall reimburse the Trustee and the Security Agent promptly upon request for all reasonable properly incurred disbursements, advances and or expenses incurred or made by it them, including costs of collection, in addition to the compensation for its their services. Such expenses shall include the properly incurred compensation, and reasonable disbursements disbursements, advances and expenses of the Trustee’s and the Security Agent’s agents and counsel. The Issuers Issuer, and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Security Agent against any and all lossesloss, damages, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it either of them without willful misconduct or negligence on their part arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties under this Indenture, hereunder (including the costs and expenses of enforcing this Indenture Indenture, the Intercreditor Agreement, the RSA Intercreditor Agreement, any additional intercreditor agreement and the Security Documents against the Issuers Issuer and the Guarantors (including this Section 7.077.05) and defending itself themselves against any claim (claim, whether asserted by an the Issuer, any Guarantor or the Guarantors, any Holder or any other Person) , or liability in connection with the exercise or execution and performance of any of its their powers or and duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct). The Trustee and the Security Agent shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it they may seek indemnity. Failure by the Trustee or the Security Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers Issuer or the Guarantors any Guarantor of their its obligations hereunder. The Issuers and Issuer shall, at the Guarantors shall sole discretion of the Trustee or the Security Agent, as applicable, defend the claim claim, and the Trustee and the Security Agent shall reasonably cooperate and may participate at the Issuer’s expense in the such defense. The Alternatively, the Trustee and the Security Agent may at their option have separate counsel of their own choosing, and the Issuers and the Guarantors Issuer shall pay the reasonable reasonably incurred fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their its consent, which consent shall may not be unreasonably withheld. Neither the Issuers nor the Guarantors need The Issuer shall not reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to expense incurred by the negligence, bad faith Trustee or willful misconduct of the Security Agent through the Trustee. The obligations of ’s or the Issuers and the Guarantors under this Section 7.07 shall survive the resignation Security Agent’s own willful misconduct, negligence or removal of the Trustee and the satisfaction and discharge of this Indenturebad faith. To secure the Issuers’ Issuer’s and the Guarantors’ any Guarantor’s payment obligations in this Section 7.077.05, the Trustee and the Security Agent shall have a Lien prior to the Notes on all money or property held or collected by the TrusteeTrustee and the Security Agent, in their capacity as Trustee and the Security Agent, except that money or property, including any proceeds from the sale of Collateral, held in trust to pay principal of, premium, if any, additional amounts, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When either the Trustee or the Security Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i6.01(a)(xi) or (jxii) hereof occurswith respect to the Issuer, the Guarantors or any Restricted Subsidiary, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Issuer’s and any Guarantor’s obligations under this Section 7.05 and any claim or Lien arising hereunder shall survive the resignation or removal of any Trustee and the Security Agent, the satisfaction and discharge of the Issuer’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture. As provided in Section 7.02(a)(xiii), the Agents shall comply with have the provisions benefit of TIA § 313(b)(2) to the extent applicablethis Section.

Compensation and Indemnity. The Issuers shall shall, jointly and severally, pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall shall, jointly and severally, reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold each of the foregoing Trustee harmless against against, any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors or any Guarantor (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, any Guarantor the Issuers or any Holder or any other Person) Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct). The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to expense incurred by the negligence, bad faith or Trustee through the Trustee’s own willful misconduct or negligence. The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. The To secure the payment obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(6) or (j7) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers and Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers Issuers, Guarantors and the Trustee may shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, reasonable expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as shall be determined to have been caused by the Trustee’s own negligence, bad faith or willful misconduct. Such expenses shall include the compensation, and reasonable disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its officersagents for, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing them harmless against against, any and all lossesloss, damagesdamage, claims, liabilities or expenses claims including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them arising out of or in connection with the acceptance or administration of its duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture defending themselves against the Issuers and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any for such loss, liability damage, liability, claims or expense may be attributable expenses determined to its have been caused by any negligence, bad faith or willful misconductmisconduct on the part of the Trustee. The Trustee shall notify the Issuers and the Guarantors promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors indemnity of their obligations hereunderwhich a Corporate Trust Office has received written notice. The Issuers and may, subject to the Guarantors approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers and the Guarantors need not pay for any settlement made without their consent, written consent (which consent shall not be unreasonably withheld). Neither Notwithstanding the foregoing, the Issuers nor the Guarantors need not reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of determined to have been caused by the Trustee to the extent such expense, liability or loss is attributable to the through its own negligence, bad faith or willful misconduct of misconduct. Notwithstanding anything to the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of contrary in this Indenture. To , to secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on of each series against all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Section 6.01(i6.01(7) or (j6.01(8) hereof occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. The Trustee shall comply with the provisions of TIA Trust Indenture Act § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunderits services. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensationreasonable compensation and expenses, and reasonable disbursements and expenses advances of the Trustee’s agents and counsel. The Issuers and the Guarantors's agents, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents counsel, accountants and any predecessor trustee experts. The Issuer shall indemnify and hold harmless the Trustee and its agents, officers, directors, employees employees, counsel, accountants and agents experts from and hold each of the foregoing harmless against any and all lossescosts, damages, claimsexpenses, losses, liabilities or expenses other amounts whatsoever (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteefees) incurred by it arising out of or the Trustee in connection with the acceptance or administration of its this trust, the enforcement of this trust and all of the Trustee's rights, powers and duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including performance by the Trustee of the duties and obligations of the Trustee pursuant to this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductIndenture. The Trustee shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers or the Guarantors Issuer of their its obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors counsel. The Issuer shall pay the reasonable fees and expenses of such counsel. counsel for the Trustee. (b) The Issuers and the Guarantors Issuer need not pay for reimburse any settlement made without their consentexpense, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse disbursement, advance or indemnify against any loss, liability or expense incurred by the Trustee for any expense (i) through the Trustee's own willful misconduct, negligence or indemnity against any liability bad faith or loss of the Trustee (ii) to the extent the Trustee was reimbursed for or indemnified against any such expenseloss, liability or loss is attributable expense by the Seller pursuant to the negligence, bad faith Sale Agreement or willful misconduct of by the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior Servicer pursuant to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. Servicing Agreement. (c) When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i5.01(e) or (j5.01(f) hereof occurswith respect to the Issuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law. The Trustee obligations of the Issuer under this Section 6.07 shall comply with survive the provisions termination of TIA § 313(b)(2) to this Indenture and the extent applicableearlier resignation or removal of the Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services provided hereunder as Trustee in each of its capacities hereunder, including, without limitation, Paying Agent and Registrar, and as Collateral Agent hereunder and under the Security Documents as the parties shall agree in writing from time to time. The Trustee’s and the Collateral Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee and the Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it them in addition to the compensation for its their services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel. The Issuers Parent Guarantor and the GuarantorsIssuer, jointly and severally, shall indemnify the Trustee and its officersthe Collateral Agent for, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing Trustee and the Collateral Agent harmless against against, any and all lossesloss, damagesdamage, claimsclaim, liabilities liability or expenses expense (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trusteeattorneys’ fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under this Indenture, the Security Documents (including the costs and expenses of enforcing this Indenture against the Issuers Parent Guarantor and the Guarantors Issuer (including this Section 7.077.06) and or defending itself against any claim (whether asserted by an any Holder, the Parent Guarantor or the Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct). The Trustee or the Collateral Agent shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Agent to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers Issuer or the Guarantors Parent Guarantor of their its obligations hereunder. The Issuers Parent Guarantor and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Collateral Agent may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable to expense incurred by the negligence, bad faith Trustee or the Collateral Agent through the Trustee’s or the Collateral Agent’s own willful misconduct of the Trusteeor gross negligence. The obligations of the Issuers Parent Guarantor and the Guarantors Issuer under this Section 7.07 7.06 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and or the satisfaction and discharge of this IndentureCollateral Agent, as applicable. To secure the Issuers’ payment obligations of the Parent Guarantor and the Guarantors’ payment obligations Issuer in this Section 7.077.06, the Trustee and the Collateral Agent shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the TrusteeTrustee or the Collateral Agent, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(a)(7) or (j) hereof 8) 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 Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay to the Trustee and Collateral Agent from time to time such compensation as shall be agreed upon in writing between the Issuers Issuers, the Trustee and the Trustee may agree in writing Collateral Agent for the Trustee’s its acceptance of this the Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall reimburse the Trustee and Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s and Collateral Agent’s agents and counsel. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors, jointly and severally, shall indemnify indemnify, defend and protect each of the Trustee Trustee, any successor Trustee, the Collateral Agent, any successor Collateral Agent and its each of their respective officers, directors, employees, agents and any predecessor trustee and its officersemployees for, directors, employees and agents and hold each of the foregoing them harmless against against, any and all losses, damages, claims, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes (other than those taxes based on upon, measured by or determined by the earnings or income of the TrusteeTrustee or the Collateral Agent) and court costs) 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 either of the Issuers and Issuers, the Guarantors Parent Guarantor or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, the Parent Guarantor, any Guarantor Subsidiary Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final, non-appealable order of a court of competent jurisdiction. The Trustee and Collateral Agent shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee or Collateral Agent to so notify the Issuers and the Guarantors shall not relieve the Issuers or Issuers, the Parent Guarantor and the Subsidiary Guarantors of their obligations hereunder. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee and Collateral Agent may have separate counsel and the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel. The ; provided that the Issuers, the Parent Guarantor and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s or Collateral Agent’s defense with counsel acceptable to and approved by the Trustee and Collateral Agent (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee and Collateral Agent in connection with such defense. The Issuers, the Parent Guarantor and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither None of the Issuers nor Issuers, the Parent Guarantor or the Subsidiary Guarantors need reimburse the Trustee or Collateral Agent for any expense or indemnity against any liability or loss of the Trustee or Collateral Agent, respectively, to the extent such expense, liability or loss is attributable to the negligence, bad faith gross negligence or willful misconduct of the TrusteeTrustee or Collateral Agent, as applicable, as determined by a final, non-appealable order of a court of competent jurisdiction. The obligations of the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors under this Section 7.07 shall survive the satisfaction and discharge of the Indenture and resignation or removal of the Trustee and the satisfaction and discharge of this IndentureCollateral Agent. To secure the Issuers’ ’, the Parent Guarantor’s and the Subsidiary Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenturethe Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(g) or (jSection 6.01(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall Issuer agrees to pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder such compensation as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall Issuer agrees to reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, shall Issuer hereby agrees to indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless Trustee against any and all lossesloss, damagesliability, claimsdamage, liabilities claim or expenses expense, including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based on 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, including except as set forth in the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconductnext following paragraph. The Trustee shall notify the Issuers Issuer and the Subsidiary Guarantors 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 Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors Issuer need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need The Issuer shall not be obligated to reimburse the Trustee for any expense or indemnity indemnify against any loss or liability or loss of incurred by the Trustee as determined to have been caused by the extent such expense, liability or loss is attributable to the Trustee’s own negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenturebad faith. To secure the Issuers’ and the Guarantors’ payment obligations of the Issuer in this Section 7.07, 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 for money or property held in trust to pay principal of, premium (if any) and interest on particular Notesand any Additional Amounts with respect to Securities of any series. Such Lien lien and the Issuer’s obligations under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(5) or (j6) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Issuer and each Guarantor, jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder in accordance with the Trustee’s signed fee letter. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and each Guarantor, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances (if any) and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. . (b) The Issuers Issuer and the Guarantors, jointly and severally, each Guarantor shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and (which for purposes of this Section 7.06 shall include its officers, directors, employees and agents and hold each of the foregoing harmless agents) against any and all losses, damages, claims, liabilities or expenses (including the reasonable fees and expenses of counsel and taxes other than those based on the income of the Trustee) incurred by it arising out of of, or in connection with with, the acceptance or administration of its duties under this Indenture, any Supplemental Indenture the Notes, any Intercreditor Agreement, any Collateral Agreement or in any other role performed by The Bank of New York Mellon under said documents, including the costs and expenses of enforcing this Indenture against the Issuers Issuer and the Guarantors any Guarantor (including this Section 7.077.06) and defending itself against any claim (whether asserted by an Issuer, the Issuer or any Guarantor or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct, negligence or bad faith. The Trustee shall notify the Issuers and the Guarantors Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors Issuer shall not relieve the Issuers Issuer or the Guarantors any Guarantor of their its obligations hereunder. The Issuers and the Guarantors Issuer or such Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers and Neither the Guarantors Issuer nor any Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. . (c) The obligations of the Issuers Issuer and the Guarantors under this Section 7.07 7.06 shall survive the satisfaction and discharge of this Indenture, and the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. hereunder. (d) To secure the Issuers’ Issuer’s and the Guarantors’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest of, interest, premium, Additional Amounts, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof 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. The Trustee shall comply with For the provisions avoidance of TIA § 313(b)(2) doubt, the rights, privileges, protections, immunities and benefits given, to the extent applicableTrustee in this Section 7.06, including its right to be indemnified, are extended to, and shall be enforceable by The Bank of New York Mellon, as the Trustee and in each of its other capacities hereunder, and by each agent (including The Bank of New York Mellon (Luxembourg) S.A.), the Custodian and other Person employed by the Trustee to act hereunder.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee may agree in writing for the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors, jointly and severally, Guarantors shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its (which for purposes of this Section 7.07 shall include officers, directors, employees and agents and hold each of the foregoing harmless Trustee), jointly and severally, against any and all losses, damagesliabilities, claims, liabilities damages, costs or expenses incurred by it (including including, without limitation, the reasonable fees and expenses of counsel its agents and taxes other than those based on the income of the Trusteecounsel) 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 Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith gross negligence or willful misconduct of the TrusteeTrustee as determined by a final, non-appealable judgment of a court of competent jurisdiction. The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture, the payment of the Notes or the resignation or removal of the Trustee. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Issuers Issuers, failing which the Guarantors, shall pay to the Trustee from time to time and the Security Agent such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s their acceptance of this Indenture and services hereunderhereunder as shall be agreed in writing from time to time. The Trustee’s and the Security Agent’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Issuers shall will reimburse the Trustee and the Security Agent promptly upon request for all reasonable disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses shall will include the properly incurred compensation, and reasonable disbursements and expenses of the Trustee’s and the Security Agent’s agents and counsel. . (b) The Issuers and Issuers, failing which the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents the Security Agent and any predecessor trustee and its their officers, directors, employees and agents and hold each of the foregoing harmless against any and all losses, damages, claims, liabilities or expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based on the income of the Trusteeexpenses) incurred by it them arising out of or in connection with the acceptance or administration of its their duties under this IndentureIndenture and the Intercreditor Agreement, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by an Issuerthe Issuers, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder (including the costs and expenses of enforcing this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents against the Issuers and the Guarantors (including this Section 7.07) and defending themselves against any claim, whether asserted by the Issuers, the Guarantors, any Holder or any other Person, or liability in connection with the execution and performance of any of their powers and duties hereunder), except to the extent any such loss, liability or expense may be attributable to its their gross negligence, bad faith fraud or willful misconduct. The Trustee shall and the Security Agent will notify the Issuers and the Guarantors promptly of any claim for which it they may seek indemnity. Failure by the Trustee and the Security Agent to so notify the Issuers and the Guarantors shall will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The Except where the interests of the Issuers and the Guarantors shall Guarantors, on the one hand, and the Trustee and the Security Agent, on the other hand, may be adverse, the Issuers or such Guarantor will defend the claim and the Trustee shall cooperate and the Security Agent will provide reasonable cooperation at the Issuers’ or such Guarantor’s expense in the defense. The Trustee and the Security Agent may have separate counsel of their own choosing and the Issuers and the Guarantors shall will pay the reasonable properly incurred fees and expenses of such counsel. The Issuers and the Guarantors need not Neither Issuer nor any Guarantor needs pay for any settlement made without their its written consent, which consent shall may not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. . (c) The obligations of the Issuers and the Guarantors under this Section 7.07 shall will survive the satisfaction and discharge of this Indenture, any termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. Agents. (d) To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and of, premium on, if any, interest on or Additional Amounts, if any, on, particular Notes. Such Lien shall will survive the satisfaction and discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j6.01(a)(5) 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 indemnity contained in this Section 7.07 shall survive the discharge or termination of this Indenture and shall continue for the benefit of the Trustee shall comply with and the provisions of TIA § 313(b)(2) to the extent applicableSecurity Agent notwithstanding its resignation or retirement.

Compensation and Indemnity. The Issuers and the Note Guarantors, jointly and severally, shall pay to the Trustee and the Collateral Agent from time to time such compensation as the Issuers and the Trustee may agree in writing for the Trustee’s its acceptance of this Indenture and services hereunderhereunder and under the Collateral Documents and the Intercreditor Agreement as the parties shall agree in writing from time to time. The Neither the Trustee’s or the Collateral Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee and the Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, and reasonable disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel. The Issuers Issuers, the Note Guarantors, Holdings and the GuarantorsIntermediate Holdings, jointly and severally, shall indemnify each of the Trustee, any predecessor Trustee, the Collateral Agent and any predecessor Collateral Agent and their agents for, and hold the Trustee and its officersthe Collateral Agent harmless against, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents and hold each of the foregoing harmless against any and all lossesloss, damagesdamage, claims, liabilities liability or expenses expense (including the reasonable attorneys’ fees and expenses of counsel and including taxes (other than those taxes based on upon, measured by or determined by the income of the TrusteeTrustee and the Collateral Agent)) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under this Indenture, the Collateral Documents and the Intercreditor Agreement (including the costs and expenses of enforcing this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement against the Issuers and Issuers, Holdings, Intermediate Holdings or any of the Note Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by an Issuerany Holder, the Issuers, Holdings, Intermediate Holdings any Note Guarantor or any Holder or any other Person) , or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to ). Each of the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee and the Collateral Agent shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Agent to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their its obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Collateral Agent may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity indemnify against any liability or loss of the Trustee to the extent such expenseloss, liability or loss is attributable expense incurred by the Trustee or the Collateral Agent through the Trustee’s or the Collateral Agent’s own willful misconduct, negligence (gross negligence, with respect to the negligence, Collateral Agent) or bad faith or willful misconduct of the Trusteefaith. The obligations of the Issuers and the Note Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and or the satisfaction and discharge of this IndentureCollateral Agent. To secure the Issuers’ payment obligations of the Issuer and the Guarantors’ payment obligations Note Guarantors in this Section 7.07, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the TrusteeTrustee and the Collateral Agent, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(i6.01(a)(6) or (j7) 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. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.