Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j) or 6.01(k) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilitycosts, damageclaims, claimdamages, cost liabilities or expense expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based upon the income of court costs) incurred in connection with any action, claim or suit brought to enforce the Trustee) ’s right to indemnification incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be determined to have been caused by its negligence or willful misconduct as adjudicated by a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will, upon request of the Trustee, defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and discharge of this Indenture and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through resignation and removal of the Trustee’s own negligence or willful misconduct. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(6) or 6.01(k(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writingwriting by the Company and the Trustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly Guarantors will indemnify the Trustee and severally, shall indemnify each of the Trustee, each any predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilityliabilities, damagedamages, claimclaims or expenses, cost or expense including taxes (including the reasonable fees and expenses of counsel and taxes other than those based upon 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 this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and discharge of this Indenture and the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will constitute a Permitted Lien and will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(8) or 6.01(k(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. (g) The Company and the Guarantors will indemnify the Collateral Agent and the Collateral Control Agent and any predecessor Collateral Agent and the Collateral Control Agent against any and all losses, liabilities, damages, claims or expenses (including costs and expenses of counsel), including taxes incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Collateral Agent and the Collateral Control Agent will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Collateral Agent or the Collateral Control Agent to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Collateral Agent and the Collateral Control Agent will cooperate in the defense. The Collateral Agent or the Collateral Control Agent may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee and Agents from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writing. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it pursuant toin connection with its duties under this Indenture, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconduct. Such expenses shall include including the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee, each Trustee and any predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost liability or expense expense, including without limitation taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based upon on the income of the TrusteeTrustee or such Agent) and reasonable attorneys' fees and expenses incurred by it each of them in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06, Indenture including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunderhereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnificationindemnity; provided that however, the failure by the Trustee or Agent to give such notice so notify the Company and the Guarantors shall not relieve the Company and the Guarantors of their obligations under this Section 7.06hereunder except to the extent the Company and the Guarantors are actually prejudiced thereby. The Notwithstanding the foregoing, the Company and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability determined by a court of competent jurisdiction to have been incurred by the Trustee through the Trustee’s its own negligence or willful misconductbad faith. To secure the Company’s payment obligations of the Company and the Guarantors’ payment obligations Guarantors in this Section 7.067.07, the Trustee shall have a lien prior to the Securities Notes on all money or property held or collected by the Trustee, Trustee except that such money or property held in trust to pay amounts due principal of and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in under this Section 7.06 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Company and each of the Guarantors and shall survive any the resignation or removal of the Trustee and any the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(6) or 6.01(k(7) hereof occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. For purposes of this Section 7.07, the term "Trustee" shall include any trustee appointed pursuant to this Article Seven.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, interest or Special Interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(9) or 6.01(k(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company shall be mutually agreed upon from time to time agree in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilitydamages, damageclaims, claimliabilities or expenses, cost or expense including taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based upon 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 this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, damage, claim, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, interest or Special Interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(jclause (9) or 6.01(k(10) of Section 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. (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall will be mutually agreed upon in writingwriting from time to time between the Company and the Trustee. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of its/their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(g) or 6.01(k(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. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall be mutually agreed upon in writingagree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based upon the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Company and the Guarantors or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly obligations of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconducttermination of this Indenture. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any the resignation or removal of the Trustee Trustee, the satisfaction and any discharge and the termination of this Indenture. When In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(f) or 6.01(k(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services hereunder as shall agreed in the fee proposal dated September 27, 2007 as may be mutually agreed upon amended from time to time in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it pursuant toit, and including costs of collection, in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation and out-of-pocket expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of businessexperts. The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all loss, liability, damage, claim, cost damage or expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based upon the income of the Trusteeexpenses) incurred by it in connection with the acceptance or and administration of this trust, trust and the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the 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 and duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consent). The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such so notify the Company of any claim for which it may seek indemnity of which a Trust Officer has actually received written notice shall not relieve the Company and or any of the Guarantors of their obligations under this Section 7.06hereunder except to the extent such failure shall have materially prejudiced the Company or any Guarantor. The Company or such Guarantor shall defend the claim and the Guarantors Trustee shall cooperate in the defense. If the Trustee is advised by counsel in writing that it may have available to it defenses which are in conflict with the defenses available to the Company or any Guarantor, then the Trustee may have separate counsel and the Company or such Guarantor shall pay the reasonable fees and expenses of such counsel. The Company or such Guarantor need not reimburse any expense or indemnify against any loss loss, liability, claim, damage or liability expense incurred by the Trustee through the Trustee’s own negligence bad faith, willful misconduct or willful misconductnegligence. Neither the Company nor any Guarantor need pay for any settlement made by the Trustee without the Company’s or such Guarantor’s consent. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and assigns. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall have a lien prior to the 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 amounts due principal of and interest (including Liquidated Damages and Additional Interest, if any) on particular Securities. The indemnity obligations of the Company and the Guarantors with respect pursuant to the Trustee provided for in this Section 7.06 shall survive any the resignation or removal of the Trustee and any termination the discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i), Section 6.01(j6.01(viii) or 6.01(kSection 6.01(ix) occurswith respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01 (9) or 6.01(k(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Each of the Company shall and the Subsidiary Guarantors, jointly and severally, agrees to pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon from time to time in writing. The Trustee’s writing between the Company and the Trustee (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall agrees to reimburse the Trustee upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductit. Such expenses shall include when applicable the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide 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 Company with reasonable notice execution of the trusts created hereby or thereby or in the enforcement of any expense rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability (including fees and expenses incurred by the Trustee pursuant to the penultimate paragraph of Section 7.08) determined not in the ordinary course of businessto have been caused by its own negligence or willful misconduct. The Company and agrees to indemnify the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all loss, liability, damage, claim, cost damage or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or and administration of this trust, the performance of trust and its duties hereunder as Trustee, Registrar and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Paying Agent, including the reasonable costs and expenses of enforcing this Indenture against the Company (including with respect to this Section 7.07) and of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Trustee shall notify the Company of any claim of which a Trust Officer has received written notice for which it may seek indemnity; however, the failure of the Trustee to promptly notify the Company shall not limit its right to indemnification. The Company shall defend each such claim and the Guarantors Trustee shall cooperate in the defense. The Trustee may retain separate counsel and the Company shall reimburse the Trustee for the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim for its consent (which it may seek indemnification; provided that failure to give such notice consent shall not relieve the Company and the Guarantors of their obligations under this Section 7.06be unreasonably withheld). The Company and the Guarantors need shall not be obligated to reimburse any expense or indemnify against any loss loss, liability, claim or liability damage incurred by the Trustee through determined to have been caused by the Trustee’s own negligence or willful misconduct. To secure the Company’s and the Guarantors’ payment obligations of the Company in this Section 7.06Section, the Trustee shall have a lien claim prior to that of the Holders of the Securities on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of and interest on, or the redemption price of, particular Securities. The indemnity obligations Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive or any resignation or removal of the Trustee and any termination of this IndentureSubsidiary Guarantor. When the Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 6.01(i), Section 6.01(jclauses (6) or 6.01(k(7) occursof Section 6.01, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The benefits of this section shall survive termination of this Indenture and resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon to in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel of its choosing and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, or interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (8) or (9) of Section 6.01(i), Section 6.01(j) or 6.01(k) 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.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket and documented disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation and out-of-pocket documented compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantorseach Guarantor, jointly and severally, shall will indemnify each the Trustee and any director, officer, employee or agent of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilityliabilities, damageclaims, claim, cost damages or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this trustIndenture, including, without limitation, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable and documented costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its own negligence, bad faith or willful misconduct. The Trustee shall will notify the Company promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnification; provided indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantors, as applicable, will pay the reasonable and documented fees and expenses of such counsel provided, however that failure to give such notice the Company and any Guarantor shall not relieve be required to pay such fees and expenses if it assumes such indemnified parties' defense and, in such indemnified parties' reasonable judgment, there is no conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to --------------------------- the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writingservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it pursuant toit, and including costs of collection, in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation and out-of-pocket expenses expenses, disbursements and advances of the Trustee’s agents 's agents, counsel, accountants and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of businessexperts. The Company and the Guarantorseach Subsidiary Guarantor, jointly and severally, severally shall indemnify each of the Trustee, each predecessor Trustee its directors, officers, employees and their respective agents for, and hold each of them harmless against, against any and all loss, liability, damage, claim, cost liability or expense (including the reasonable attorneys' fees and expenses of counsel and taxes other than those based upon the income of the Trusteeexpenses) incurred by it or in connection with the acceptance or administration of this trust, trust and the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationindemnity promptly upon obtaining actual knowledge thereof; provided provided, however, that any failure so to give such notice notify the Company -------- ------- shall not relieve the Company and the Guarantors or any Subsidiary Guarantor of their its indemnity obligations under this Section 7.06hereunder. The Company shall defend the claim and the Guarantors indemnified party shall provide reasonable cooperation at the Company's expense in the defense. Such indemnified parties may have separate counsel and the Company and the Subsidiary Guarantors, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such -------- ------- fees and expenses if it assumes such indemnified parties' defense and, in such indemnified parties' reasonable judgment, there is no conflict of interest between the Company and the Subsidiary Guarantor, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss loss, liability or liability expense incurred by the Trustee an indemnified party through the Trustee’s such party's own wilful misconduct, negligence or willful misconductbad faith. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall have a lien prior to the 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 amounts due principal of and interest and any liquidated damages on particular Securities. The indemnity Company's payment obligations of the Company and the Guarantors with respect pursuant to the Trustee provided for in this Section 7.06 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee and any termination of this IndentureTrustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i), Section 6.01(jclause (7) or 6.01(k) occurs(8) of Section 6.01 with respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture and any other Note Documents to which it is a party, including the reasonable costs and expenses of enforcing this Indenture and any other Note Documents to which it is a party against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability liability, loss or expense incurred by it in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith as finally determined by a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal of and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(10) or 6.01(k(11) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon upon, in writing, by the Company and Trustee. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantor will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any predecessor trustee against any and all losslosses, liabilityliabilities, damageexpenses, claim, cost damages or expense taxes (including the reasonable fees and expenses of counsel and taxes other than those taxes based upon 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 this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel of its selection and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA (S) 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, Guarantors will jointly and severally, shall severally indemnify each of the Trustee, each predecessor Trustee and their respective its directors, officers, agents for, and hold each of them harmless against, employees against any and all losslosses, liabilityfees, damagecosts, claimdamages, cost liabilities or expense (expenses, including the reasonable attorney’s fees and expenses of counsel and taxes other than those based upon the income of the Trustee) expenses, incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 rights, powers and or duties hereunder. The Company , and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Guarantors need not pay for Trustee’s right to compensation, reimbursement or indemnification, except to the extent any settlement made without their consentsuch loss, fee, cost, damage, liability or expense may be attributable to its negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the resignation or removal of the Trustee and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. satisfaction and discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal of, premium on, if any, or interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(8) or 6.01(k(9) 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) “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writingpursuant to a written fee agreement executed by the Trustee and the Company. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses properly incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severallySubsidiary Guarantors will indemnify the Trustee (which for purposes of this Section 7.08, shall indemnify each of the Trusteebe deemed to include its officers, each predecessor Trustee directors, employees and their respective agents for, and hold each of them harmless against, agents) against any and all losslosses, liability, damage, claim, cost liabilities or expense expenses (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trusteecounsel) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Subsidiary Guarantors (including this Section 7.08) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable solely to its negligence or willful default or fraud by a court of competent jurisdiction in a final non-appealable order. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company and or any of the Subsidiary Guarantors of their obligations hereunder. The Company or such Subsidiary Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Subsidiary Guarantor need to pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Subsidiary Guarantors under this Section 7.06. The Company 7.08 will survive the satisfaction and discharge of this Indenture, and the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. , the Collateral Agent and/or any Agent. (d) To secure the Company’s and the Subsidiary Guarantors’ payment obligations in this Section 7.067.08, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(a)(8) or 6.01(kSection 6.01(a)(9) 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 Collateral Agent shall have the same rights to compensation and indemnity as the Trustee hereunder. For purposes of this Section 7.08 “hereunder” shall be deemed to include this Indenture, the Notes and the Security Documents.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice so notify the Company shall not relieve the Company and or the Guarantors of their obligations under this Section 7.06hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by under this Section 7.7 shall survive the Trustee through the Trustee’s own negligence or willful misconductsatisfaction and discharge of this Indenture. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(i) or 6.01(k(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 Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this ‎Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company ‎Section 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06‎Section 7.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, or interest on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(jclause (a)(8) or 6.01(k(a)(9) of ‎Section 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. (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon to in writingwriting by the Company and the Trustee for its acceptance of this Indenture and services hereunder; provided that the compensation set forth in the fee letter executed by the Company and the Trustee on or prior to the date hereof shall be deemed reasonable. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantorseach Guarantor will, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or a Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any Guarantor of its obligations hereunder. The Company or such Guarantor will defend the claim and the Guarantors Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of their such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and each Guarantor under this Section 7.067.07 will survive the satisfaction and discharge of this Indenture. The obligations of the Company and each Guarantor to the Guarantors need not reimburse any Trustee under this Section 7.07 shall survive the resignation, removal or replacement of the Trustee to the extent that the Trustee incurred fees, reimbursable expense or indemnify against any loss indemnifiable losses, liabilities or liability incurred by the Trustee through the Trustee’s own negligence expenses while acting as trustee hereunder before such resignation, removal or willful misconduct. replacement. (d) To secure the Company’s and the Guarantors’ each Guarantor’s payment obligations in this Section 7.067.07 and Section 10.11, the Trustee shall will have a lien prior to the Securities Lien on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal, interest (including Special Interest, if any) or premium, if any, on particular Securities. The indemnity obligations of the Company Notes, and the Guarantors with respect such money and property shall be applied to the Trustee such Obligations as provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. 6.10. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(9) or 6.01(k(10) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writingservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors, jointly and severally, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it pursuant toit, and including costs of collection, in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation and out-of-pocket expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of businessexperts. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all loss, liability, damage, claim, cost damage or expense (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based upon the income of the Trusteeexpenses) incurred by it in connection with the acceptance or and administration of this trust, trust and the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim of which a Trust Officer has received notice for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice so notify the Company shall not relieve the Company and of its obligations hereunder unless the Guarantors of their obligations under this Section 7.06Company has been prejudiced thereby. The Company shall defend the claim, and the Guarantors Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss loss, liability or liability expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or willful misconductbad faith. The Company need not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall have a lien prior to the 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 amounts due principal of and interest on particular Securities. The indemnity Company’s payment obligations of the Company and the Guarantors with respect pursuant to the Trustee provided for in this Section 7.06 7.07 shall survive any the resignation or removal of the Trustee and any the discharge or termination of this Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i), Section 6.01(j6.01(f) or 6.01(k(g) occurswith respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy Law. The provisions of this section shall survive the termination of this Indenture.

Compensation and Indemnity. The Company shall and the Guarantors jointly and severally agree to pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writingservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductwith this Indenture. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, Guarantors jointly and severally, shall severally agree to indemnify the Trustee (in its capacity as Trustee) and each of the Trusteeits officers, each predecessor Trustee directors, attorneys-in-fact and their respective agents for, and hold each of them it harmless against, any and all loss, liability, damage, claim, cost or demand, expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel the Trustee's agents and taxes other than those based upon counsel), loss or liability incurred by it without negligence or bad faith on the income part of the Trustee) incurred by it , arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of trust and its rights or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Company and the Guarantors shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's and the Guarantors' expense in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel; PROVIDED, that the Company and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee's defense and there is no conflict of interest between the Company and the Guarantors and the Trustee in connection with such defense. The Company and the Guarantors need not pay for any settlement made without their written consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence its negligence, bad faith or willful misconduct. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.7, the Trustee shall have a lien prior to the Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay amounts due principal and premium, if any, of or interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(viii) or 6.01(k(ix) of this Indenture occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company's and the Guarantors' obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's and the Guarantors' obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed the Company and the Trustee may agree upon from time to time in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its gross negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnificationindemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel; provided that failure to give such notice the Company shall not relieve be required to pay such fees and expenses if it assumes the defense of the Trustee and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee with respect to such defense. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice so notify the Company shall not relieve the Company and or the Guarantors of their obligations under this Section 7.06hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by under this Section 7.07 shall survive the Trustee through the Trustee’s own negligence or willful misconductsatisfaction and discharge of this Indenture. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(h) or 6.01(k(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed the Company and the Trustee may agree upon from time to time in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnificationindemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel; provided that failure to give such notice the Company shall not relieve be required to pay such fees and expenses if it assumes the defeasance of the Trustee and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee with respect to such defeasance. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereofaddition to the compensation for its services, except for any such disbursements, expenses and advances as shall have been caused by may be attributable to the Trustee’s own negligence gross negligence, bad faith or willful misconduct. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company and or any of the Guarantors of their obligations under this Section 7.06hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence gross negligence, bad faith or willful misconduct. . (c) The obligations of the Company and the Guarantors under this Section 7.06 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations For the avoidance of doubt, the Company and Trustee shall not have any individual Lien on, or claim to, the Guarantors Escrow Property with respect to the Trustee provided for payment obligations in this Section 7.06 shall 7.06. Such Lien will survive any the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and any termination of this Indenture. Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(11) or 6.01(k(12) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon to in writingwriting from time to time. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall indemnify each of will indemnify, defend and hold harmless the Trustee, each predecessor Trustee its directors, employees, agents and their respective agents for, and hold each of them harmless against, affiliates (the “Indemnitees”) against any and all losslosses, liabilityliabilities, damageclaims, claim, cost damages or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture or any other Note Document against the Company and the Guarantors (including this Section 7.07) and defending itself such Indemnitee against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own gross negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. To the extent there exists a conflict or a potential conflict of interest, as determined in good faith by the Indemnitee, the Indemnitee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations Such Lien will survive the satisfaction and discharge of the Company this Indenture and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(6) or 6.01(k(7) 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 LawCode. (f) “Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the gross negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Indemnity. The Company and the Subsidiary Guarantors shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall be mutually agreed upon in writingagree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the GuarantorsSubsidiary Guarantors shall, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense expenses (including the reasonable attorneys’ fees and expenses of counsel and taxes other than those based upon the income of the Trusteeexpenses) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Subsidiary Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Company and the Subsidiary Guarantors or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company and the Subsidiary Guarantors promptly of any claim of which a Trust Officer has received a written notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly obligations of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Subsidiary Guarantors of their obligations under this Section 7.06. The Company 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconducttermination of this Indenture. To secure the Company’s and the Subsidiary Guarantors’ payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any the resignation or removal of the Trustee Trustee, the satisfaction and any discharge and the termination of this Indenture. When In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(f) or 6.01(k) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and discharge of this Indenture or the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(a)(6) or 6.01(k(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, Guarantors will jointly and severally, shall severally indemnify each of the Trustee, each predecessor Trustee and their respective its employees, officers, directors and agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this trustIndenture, the performance of its duties and/or other Notes Documents and the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Intercreditor Agreements, including the reasonable costs and expenses of enforcing this Indenture, the other Notes Documents and the Intercreditor Agreements, against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its gross negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. At the request of the Trustee, the Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the satisfaction and discharge of this Indenture or the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, or interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(jclause (5) or 6.01(k(6) of Section 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. (f) The Agents shall have the benefit of the provisions of this Article as though they were named as the Trustee herein.

Compensation and Indemnity. The Company shall pay to the Trustee Trustee, the Collateral Agent, the Paying Agent and the Registrar (each an “Indemnified Party”) from time to time such compensation for its their respective services hereunder as Trustee, Collateral Agent, Paying Agent or Registrar, as the case may be, as the Trustee, Collateral Agent and the Company shall be mutually agreed upon in writinghave agreed. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee each Indemnified Party upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it pursuant toin connection with the performance of its duties under, and in accordance withas the case may be, any provision hereofthis Indenture, except for any such expenses as shall have been caused by the Trustee’s own negligence Intercreditor Agreement or willful misconductthe Collateral Agreements. Such expenses expenses, disbursements and advances shall include the reasonable compensation fees, expenses, disbursements and out-of-pocket expenses advances of the Trusteeeach of such Indemnified Party’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall hereby indemnify each of the TrusteeIndemnified Party and its agents, each predecessor Trustee employees, stockholders and their respective agents directors and officers for, and hold holds each of them harmless against, any and all loss, liability, damage, cost, claim, cost liability or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trusteetaxes) incurred by it any of them except for such actions to the extent caused by any gross negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with this Indenture, the acceptance Intercreditor Agreement or the Collateral Agreements or the administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder or thereunder (including the reasonable fees and duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consentexpenses of counsel). The Trustee shall notify the Company promptly of any claim asserted against an Indemnified Party for which such Indemnified Party has advised the Trustee that it may seek indemnification; provided that failure indemnity hereunder or under the Intercreditor Agreement or the Collateral Agreements. Failure by the Trustee to give such notice so notify the Company shall not relieve the Company of its obligations hereunder. At the Indemnified Party’s sole discretion, the Company shall defend the claim and the Guarantors Indemnified Party shall cooperate and may participate in the defense; provided that any settlement of their obligations under this Section 7.06a claim shall be approved in writing by the Indemnified Party. Alternatively, the Indemnified Party may at its option have separate counsel of its own choosing and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party’s defense and there is no conflict of interest between the Company and the Indemnified Party in connection with such defense as reasonably determined by the Indemnified Party. The Company and the Guarantors need not reimburse pay for any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconductsettlement made without its written consent, which consent shall not be unreasonably withheld. To secure the Company’s and the Guarantors’ each Guarantor’s payment obligations in this Section 7.067.07, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, for any amount owing it or any predecessor Trustee, except that money or property held in trust to pay amounts due principal of or interest on any particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this IndentureNotes. When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(6) or 6.01(k(7) occurs, such expenses (including the reasonable fees and expenses of its counsel) and the compensation for the such services are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, termination of the Intercreditor Agreement and the Collateral Agreements or the resignation or removal of the Trustee. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon to in writingwriting by the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the GuarantorsGuarantors will, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder and in connection with the exercise or performance of any of its powers or duties hereunder. The Company (if any) under the Intercreditor Agreement and the Guarantors need not pay for Collateral Documents, except to the extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.067.07 will survive the satisfaction and discharge of this Indenture. The obligations of the Company and the Guarantors need not reimburse any to the Trustee under this Section 7.07 shall survive the resignation, removal or replacement of the Trustee to the extent that the Trustee incurred fees, reimbursable expense or indemnify against any loss indemnifiable losses, liabilities or liability incurred by the Trustee through the Trustee’s own negligence expenses while acting as trustee hereunder before such resignation, removal or willful misconduct. replacement. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07 and Section 10.11 hereof, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations Such Lien will survive the satisfaction and discharge of the Company this Indenture and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation resignation, removal or removal replacement of the Trustee and any termination of this Indenture. or Collateral Agent. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(9) or 6.01(k(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilityliabilities, damageclaims, claim, cost damages or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. To the extent there exists a conflict or a potential conflict of interest, as determined in good faith by the Trustee, the Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (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. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the resignation or removal of the Trustee and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. satisfaction and discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly obligations of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 shall survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconductdischarge of this Indenture. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(vii) or 6.01(k(viii) 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. The Company's and the Guarantors' obligations under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article 8 hereof and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee Trustee, the Paying Agent and the Registrar from time to time such reasonable compensation for its their respective services hereunder as shall be mutually agreed upon in writingrendered hereunder. The Trustee’s 's, the Paying Agent's and the Registrar's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee Trustee, the Paying Agent and the Registrar upon request for all reasonable out-of-pocket disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it pursuant to, and each of them in accordance with, any provision hereof, except connection with entering into this Indenture the performance of its duties under this Indenture in addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconducttheir respective services under this Indenture. Such expenses shall include the reasonable compensation and compensation, out-of-pocket disbursements and expenses of the Trustee’s 's, the Paying Agent's and the Registrar's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee the Paying Agent and their respective agents the Registrar for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or demand, expense (including the reasonable but not limited to attorneys' fees and expenses of counsel and taxes other than those based upon the income of the Trustee) expenses), loss or liability incurred by it each of them arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs Indenture and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and their respective duties hereunder. The Company Each of the Trustee, the Paying Agent and the Guarantors need not pay for any settlement made without their consent. The Trustee Registrar shall notify the Company promptly of any claim asserted against it for which it may seek indemnification; provided that indemnity. How- ever, failure by the Trustee, the Paying Agent or the Registrar to give such notice so notify the Company shall not relieve the Company and the Guarantors of their its obligations under this Section 7.06hereunder. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee Trustee, the Paying Agent or the Registrar through the Trustee’s 's, the Paying Agent's or the Registrar's, as the case may be, own negligence willful misconduct or willful misconductnegligence. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.7, each of the Trustee, the Trustee Paying Agent and the Registrar shall have a lien prior to the Securities on all money or property held or collected by the it, in its capacity as Trustee, Paying Agent or Registrar, as the case may be, except that money or property held in trust to pay amounts due principal of or interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When any of the Trustee Trustee, the Paying Agent and the Registrar incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(a)(vii) or 6.01(k(viii) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective its officers, directors, employees and agents for, and hold each of them harmless against, against any and all losslosses, liabilityliabilities, damageclaims, claim, cost damages or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. To the extent there exists a conflict or a potential conflict of interest, as determined in good faith by the Trustee, the Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and discharge of this Indenture and the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. . (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(6) or 6.01(k(7) 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. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee Trustees, Collateral Agent, Paying Agent and Registrar (each, an “Indemnified Party”) from time to time such reasonable compensation for its acceptance of this Indenture the Collateral Agreements and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s Trustees’ compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Indemnified Party’s agents and counsel. (b) The Company and the Guarantors will indemnify each Indemnified Party against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or under this Indenture or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Collateral Agreements, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall Each Indemnified Party will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by an Indemnified Party to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their Obligations hereunder or under the Collateral Agreements. The Company or such Guarantor will defend the claim and the Indemnified Party will cooperate in the defense. Each Indemnified Party may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The Obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the satisfaction and discharge of this Indenture and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by termination of the Trustee through the Trustee’s own negligence or willful misconduct. Collateral Agreements. (d) To secure the Company’s and the Guarantors’ payment obligations Obligations in this Section 7.06, the Trustee shall each Indemnified Party will have a lien Lien prior to the Securities Notes on all money money, Collateral or property held or collected by the a Trustee, except in its capacity as Trustee, or the Collateral Agent in its capacity as Collateral Agent, except, in the case of a Trustee, that held in trust to pay amounts due principal, premium, if any, and interest on particular SecuritiesNotes pursuant to Article 8 hereof. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(10) or 6.01(k(11) 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 LawInsolvency Laws.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance hereof and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may have been caused by its own negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge hereof. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, or interest or Special Interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. discharge hereof. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(8) or 6.01(k(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA §313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee Trustee, Noteholder Collateral Agent, Paying Agent and Registrar (each, an “Indemnified Party”) from time to time such reasonable compensation for its acceptance of this Indenture, the Collateral Agreements and services hereunder as and thereunder; provided that the compensation set forth in any written fee agreement executed in connection herewith shall be mutually agreed upon in writingdeemed reasonable. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Indemnified Party’s agents, advisors and counsel. (b) The Company and the Guarantors will indemnify the Indemnified Party against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or under this Indenture or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Collateral Agreements, including the reasonable costs and expenses (including reasonable fees and expenses of its counsel) of enforcing this Indenture against the Company and the Guarantors (including this Section) and defending itself against any claim (whether asserted by the 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 and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith as determined by a court of competent jurisdiction. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall Indemnified Party will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Indemnified Party to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder or under the Collateral Agreements. The Company or such Guarantor will defend the claim and the Indemnified Party will cooperate in the defense. Each Indemnified Party may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel if (i) the Company shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee, or (ii) the Trustee has been advised by such counsel that there may be one or more defenses available to it that are different from or in addition to those available to the Company. Neither the Company, any Guarantor nor any Indemnified Party need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company will survive the satisfaction and discharge of this Indenture and the Guarantors need not reimburse any expense termination of the Collateral Agreements or indemnify against any loss the earlier resignation or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. removal of such Indemnified Party. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06Section, the Trustee shall each Indemnified Party will have a lien Lien prior to the Securities Notes on all money money, Collateral or property held or collected by the Trustee, except in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent, except, in the case of the Trustee, that held in trust to pay amounts due principal, premium, if any, and interest on particular SecuritiesNotes pursuant to Article 8 hereof. The indemnity obligations Such Lien will survive the satisfaction and discharge of this Indenture or the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any earlier resignation or removal of the Trustee and any termination of this Indenture. such Indemnified Party. (e) When the Trustee an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(10) or 6.01(k(11) (“Events of Default”) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents, advisors and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writingwriting between the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, or any successor Trustee against any and all losslosses, liabilitydamages, damageclaims, claim, cost liabilities or expense expenses (including the reasonable fees and expenses of counsel and taxes (other than those taxes based upon on the income of the Trustee)) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Guarantor, or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company and the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly obligations of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 shall survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconductdischarge of this Indenture. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(h) or 6.01(k(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and outside counsel and the reasonable and actual expenses of its inside counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation satisfaction or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 77mmm(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and each Guarantor will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor may defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the resignation or removal of the Trustee and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. satisfaction and discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination 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), Section 6.01(j6.01(8) or 6.01(k(9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall and the Guarantors jointly and severally agree to pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writingwriting between the Company and the Trustee for its services. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductwith this Indenture. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, Guarantors jointly and severally, shall severally agree to indemnify the Trustee (in its capacity as Trustee) and each of the Trusteeits officers and each of them, each predecessor Trustee directors, attorneys-in-fact and their respective agents for, and hold each of them it harmless against, any and all lossclaim, liabilitydemand, damage, claim, cost or expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel the Trustee's agents and taxes other than those based upon counsel), loss or liability incurred by it without negligence or bad faith on the income part of the Trustee) incurred by it , arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of trust and its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, duties hereunder including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Company and the Guarantors shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's and the Guarantors' expense in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their written consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence its negligence, bad faith or willful misconduct. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.7, the Trustee shall have a lien prior to the Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay amounts due principal and premium, if any, of or interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(4) or 6.01(k(6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company's and the Guarantors' obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's and the Guarantors' obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Company shall and the Guarantors jointly and severally agree to pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writingservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductwith this Indenture. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, Guarantors jointly and severally, shall severally agree to indemnify the Trustee (in its capacity as Trustee) and each of the Trusteeits officers, each predecessor Trustee directors, attorneys-in-fact and their respective agents for, and hold each of them it harmless against, any and all loss, liability, damage, claim, cost or demand, expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel the Trustee's agents and taxes other than those based upon counsel), loss or liability incurred by it without negligence or bad faith on the income part of the Trustee) incurred by it , arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of trust and its rights or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Company and the Guarantors shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's and the Guarantors' expense in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel; PROVIDED, that the Company and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee's defense and there is no conflict of interest between the Company and the Guarantors and the Trustee in connection with such defense. The Company and the Guarantors need not pay for any settlement made without their written consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided PROVIDED, that failure to give such notice consent shall not relieve the Company and the Guarantors of their obligations under this Section 7.06be unreasonably withheld. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence its negligence, bad faith or willful misconduct. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.7, the Trustee shall have a lien prior to the Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay amounts due principal and premium, if any, of or interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(iv) or 6.01(k(v) of this Indenture occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company's and the Guarantors' obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's and the Guarantors' obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Company shall pay to -------------------------- the Trustee from time to time such compensation as is agreed to in writing by the Trustee and Company for its the Trustee's services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred Incurred or made by it pursuant toit, and including costs of collection, in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation and out-of-pocket expenses expenses, disbursements and advances of the Trustee’s agents 's agents, counsel, accountants and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of businessexperts. The Company and the Guarantorseach Guarantor, jointly and but not severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective its officers, directors, shareholders, agents forand employees (each, an "Indemnified Party") for and hold each of them Indemnified Party harmless against, against any and all loss, liability, damage, claim, cost liability or expense (including the reasonable fees and expenses attorneys' fees) Incurred by them without negligence or bad faith on their part arising out of counsel and taxes other than those based upon the income of the Trustee) incurred by it or in connection with the acceptance or administration of this trust, Indenture or the Securities and the performance of its their duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs cost and expenses expense of enforcing this Indenture against the Company or any Guarantor (including this Section 7.07), and defending itself against any claim (whether asserted by the Company, any Guarantor or any a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunderperson). The Company Trustee and its officers, directors, shareholders, agents and employees in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands shall have the Guarantors need not pay for any settlement made without their consentfull benefit of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationindemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to give such notice notify the Company shall not relieve -------- the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the Company's expense in the defense. Such Indemnified Parties may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided that the Company shall not be required to -------- pay such fees and expenses if it assumes such Indemnified Parties' defense and, in such Indemnified Parties' reasonable judgment, there is no conflict of interest between the Company and the Guarantors of their obligations under this Section 7.06such parties in connection with such defense. The Company and the Guarantors need not reimburse any expense or indemnify against any loss loss, liability or liability incurred expense Incurred by the Trustee an Indemnified Party through the Trustee’s such party's own willful misconduct, negligence or willful misconductbad faith. The Company need not pay any settlement made without its consent (which consent shall not be unreasonably withheld). To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.06and all other obligations to the Trustee pursuant to this Indenture, including all fees, expenses and rights to indemnification, the Trustee shall have a lien prior to the 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 amounts due principal of and interest and any Liquidated Damages on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. The indemnity obligations Trustee's right to receive payment of any amounts due under this Indenture shall not be subordinated to any other indebtedness of the Company and the Guarantors with respect Securities shall be subordinate to the Trustee provided for in Trustee's rights to receive such payment. The Company's payment obligations pursuant to this Section 7.06 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee and any termination of this IndentureTrustee. When the Trustee incurs Incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(i), Section 6.01(j6.01(a)(8) or 6.01(k(9) occurswith respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under any the Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, Guarantors will jointly and severally, shall severally indemnify each of the Trustee, each predecessor Trustee and their respective its directors, officers, agents for, and hold each of them harmless against, employees against any and all losslosses, liabilityliabilities or expenses, damage, claim, cost or expense (including the reasonable attorney’s fees and expenses of counsel and taxes other than those based upon the income of the Trustee) expenses, incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 rights, powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the resignation or removal of the Trustee and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. satisfaction and discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal of, premium on, if any, or interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(8) or 6.01(k(9) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company and the Guarantor shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The To the extent permitted by law, the Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, Guarantor shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any the Guarantor or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and hereunder except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice so notify the Company and the Guarantor shall not relieve the Company and the Guarantors Guarantor of their its obligations under this Section 7.06hereunder. The Company and the Guarantors Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantor shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantor need not reimburse pay for any expense or indemnify against any loss or liability incurred by settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Trustee through Company and the Trustee’s own negligence or willful misconductGuarantor under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company’s 's and the Guarantors’ Guarantor' payment obligations in this Section 7.067.07, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal, interest and Liquidated Damages, if any, on particular SecuritiesNotes. The indemnity obligations Such Lien shall survive the satisfaction and discharge of the Company this Indenture and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this IndentureTrustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(viii) or 6.01(k(ix) 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 Company shall will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon to in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel of its choosing and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium on, if any, or interest, if any, on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (8) or (9) of Section 6.01(i), Section 6.01(j) or 6.01(k) 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.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writingwriting between the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee 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 will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantor will indemnify each of the Trustee and any predecessor Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or under this Indenture including taxes (other than taxes based on the exercise income of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Trustee), including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writingwriting between the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify each of the Trustee, each predecessor Trustee and their respective its officers, directors, agents for, and hold each of them harmless against, employees or any successor Trustee against any and all losslosses, liabilitydamages, damageclaims, claim, cost liabilities or expense expenses (including the reasonable fees and expenses of counsel and taxes (other than those taxes based upon on the income of the Trustee)) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor Guarantor, or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or wilful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company and the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly obligations of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 are joint and several and shall survive the satisfaction, discharge or termination of this Indenture and the Guarantors need not reimburse any expense resignation or indemnify against any loss or liability incurred by the Trustee through removal of the Trustee’s own negligence or willful misconduct. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06Section, the Trustee shall have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 Such Lien shall survive any resignation or removal of the Trustee satisfaction and any termination discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(h) or 6.01(k(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. “Trustee” for purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Indemnity. The Company shall and the Guarantors jointly and severally agree to pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writing. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall and the Guarantors jointly and severally agree to reimburse the Trustee upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductit. Such expenses shall include when applicable the reasonable compensation and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, Guarantors jointly and severally, shall severally agree to indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all loss, liability, damage, claim, cost liability or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or and administration of this trust, the performance of trust and its duties hereunder as Trustee, Registrar and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06Paying Agent, including the reasonable costs and expenses of enforcing this Indenture against the Company (including with respect to this Section 7.07) and of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Trustee shall notify the Company and the Guarantors of any claim for which it may seek indemnity; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to promptly notify the Company shall not limit its right to indemnification. The Company shall defend each such claim and the Trustee shall cooperate in the defense. The Trustee may retain separate counsel and the Company shall reimburse the Trustee for the reasonable fees and expenses of such counsel if the Company is advised by an Opinion of Counsel that the Trustee has separate defenses and that separate representation is appropriate. The Company need not pay for any settlement made without their its consent. The Trustee shall notify Neither the Company promptly of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and nor the Guarantors of their obligations under this Section 7.06. The Company and the Guarantors need not shall be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct's breach of the applicable standard of care for its conduct under Section 7.01. To secure the Company’s payment obligations of the Company and the Guarantors’ payment obligations Guarantors in this Section 7.06Section, the Trustee shall have a lien claim prior to that of the Holders of the Securities on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal of and interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture. When the Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 6.01(i), Section 6.01(jSections 6.01(11) or 6.01(k) occurs(12), the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company shall and the Guarantors shall, jointly and severally, pay to the Trustee compensation as agreed to in writing between the Company, the Guarantors and the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writingtime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductit. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company and the Guarantors shall, jointly and severally, indemnify the Trustee, in each of its capacities hereunder, (including the cost of defending itself) against any claims, loss, liability or expense incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall provide notify the Company with reasonable notice and the Guarantors promptly of any expense not in the ordinary course of businessclaim for which it may seek indemnity. The Company and the Guarantors, jointly Guarantors shall defend the claim and severally, the Trustee shall indemnify each of cooperate in the Trustee, each predecessor defense. The Trustee may have separate counsel and their respective agents for, the Company and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the Guarantors shall pay the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereundersuch counsel. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim for , which it may seek indemnification; provided that failure to give such notice consent shall not relieve be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Company and the Guarantors of their obligations under this Section 7.06Trustee. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee or agent of the Trustee through the Trustee’s its own negligence or willful misconduct. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular Securities. The indemnity obligations Securities of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenturethat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(f) or 6.01(k(g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Company and Guarantors shall pay to the Trustee from time to time such compensation for its services hereunder as the Company and the Trustee shall be mutually agreed upon from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it pursuant to, and in accordance with, any provision hereofaddition to the compensation for its services, except for any such disbursements, expenses and advances as shall have been caused by may be attributable to the Trustee’s own negligence or willful misconductbad faith. Such expenses shall include the reasonable compensation compensation, legal fees, disbursements and out-of-pocket expenses of the Trustee’s agents agents, accountants, experts, nominees, custodians and counsel. The Trustee shall provide the Company with reasonable notice of counsel and any expense not in the ordinary course of business. taxes or other expenses incurred by a trust created pursuant to Section 8.01. (b) The Company and the Guarantors, Guarantors shall jointly and severally, shall severally indemnify each of the Trustee, its directors, officers, employees, agents, affiliates, successors and each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost liability or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of incurred by the Trustee) incurred by it , without negligence or bad faith on its part arising out of or in connection with the acceptance or and administration of this trust, the performance of trust and its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs expenses and expenses attorneys’ fees of defending itself against any claim (whether of liability arising hereunder. The Trustee shall notify the Company reasonably promptly of any claim asserted against the Trustee for which it may seek indemnity. However, the failure by the Company, any Guarantor or any Holder or any other Person) or liability in connection with Trustee to so notify the exercise or performance Company shall not relieve the Company and Guarantors of any of its powers and duties their obligations hereunder. The Company and Guarantors shall defend the Guarantors claim and the Trustee shall cooperate in the defense (and may employ its own counsel) at the Company’s and Guarantor’s expense. The Company need not pay for any settlement made without their its written consent. The Trustee shall notify the Company promptly of any claim for , which it may seek indemnification; provided that failure to give such notice consent shall not relieve the Company and the Guarantors of their obligations under this Section 7.06be unreasonably withheld or delayed. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through as a result of the violation of this Indenture by the Trustee if such violation arose from the Trustee’s own negligence or willful misconduct. bad faith. (c) To secure the Company’s and the Guarantors’ payment obligations of the Company and Guarantors in this Section 7.067.07, the Trustee shall have a lien Lien prior to any Lien held by the Securities Securityholders on all money or and property held or collected by the TrusteeTrustee as such for so long as the Trustee holds such money and property, except that funds and property held in trust to pay amounts due for the payment of principal of (and premium, if any) or interest on particular Securities. The indemnity obligations Such Lien shall survive the satisfaction and discharge of the Company and the Guarantors with respect to this Indenture for so long as the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee holds such money and any termination of this Indentureproperty. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(jclause (5) or 6.01(k(6) of Section 6.01 occurs, the expenses (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 Company’s obligations under this Section 7.07 and any claim arising hereunder shall survive termination of this Indenture, the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee compensation as agreed in writing from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not may earn compensation in the ordinary course form of business. short- term interest on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments. (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or under this Indenture (including the exercise fees and expenses of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06counsel), including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.01) and defending itself against any claim (whether asserted by the 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 and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.01 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.01, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on principal of, premium, if any, or interest on, particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(jclause (6) or 6.01(k(7) of Section 6.01(a) 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 Company’s and Guarantors’ obligations under this Section 7.01 shall survive the resignation or removal of the Trustee, any termination of this Second Supplemental Indenture, including any termination or rejection of this Second Supplemental Indenture in any insolvency or similar proceeding and the repayment of all the Notes.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(a)(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for its all services rendered by it hereunder as shall be mutually agreed upon in writing. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances reasonably incurred or made by it pursuant to, and in accordance with, with any provision hereof, except for any such expenses as shall have been caused by of the Trustee’s own negligence or willful misconductprovisions of this Indenture. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Company agrees to indemnify the Trustee shall provide the Company with reasonable notice of any expense not (in the ordinary course of business. The Company its capacity as Trustee) and the Guarantors, jointly and severally, shall indemnify each of the Trusteeits officers, each predecessor Trustee directors, attorneys-in-fact and their respective agents for, and hold each of them it harmless against, any and all lossclaims (whether asserted by the Company, liabilityany Holder or any other Person), damagedemands, claimexpenses (including, cost or expense (including the but not limited to, reasonable fees compensation, disbursements and expenses of counsel and taxes other than those based upon the income of the Trustee) 's agents and counsel), loss or liability incurred by it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of trust and its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, duties hereunder including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and the Guarantors need not pay for any settlement made without their consent. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company and the Guarantors of their obligations under this Section 7.06indemnity. The Company and the Guarantors need not pay for any settlement made without its written consent (which consent shall not be unreasonably withheld). The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence its negligence, bad faith or willful misconduct. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.7, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except that assets held in trust to pay any amounts due on particular Securities. The indemnity obligations of the Company and the Guarantors with respect Securities pursuant to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this IndentureArticle III. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(5) or 6.01(kand (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company's obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantor shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence arising out of or willful misconduct. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall and the Guarantors jointly and severally agree to pay to the Trustee from time to time such reasonable compensation for its services hereunder as shall be mutually agreed upon in writingservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductwith this Indenture. Such expenses shall include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, Guarantors jointly and severally, shall severally agree to indemnify the Trustee (in its capacity as Trustee) and each of the Trusteeits officers, each predecessor Trustee directors, attorneys-in-fact and their respective agents for, and hold each of them it harmless against, any and all loss, liability, damage, claim, cost or demand, expense (including the but not limited to reasonable fees compensation, disbursements and expenses of counsel the Trustee's agents and taxes other than those based upon counsel), loss or liability incurred by it without negligence, bad faith or willful misconduct on the income part of the Trustee) incurred by it , arising out of or in connection with the acceptance or administration of this trust, including the performance costs and expenses of its duties and/or enforcement of this Indenture against the exercise of Company and the Guarantors (including this Section 7.7), and its rights or duties hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by any Holder, the Company, any Guarantor or any Holder or any other Personthird party) or liability in connection with the exercise or performance of any of its powers and or duties hereunder, but excluding any franchise taxes imposed on the Trustee and any taxes based on the income of the Trustee. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Company and the Guarantors shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's and the Guarantors' expense in the defense. The Trustee may have separate counsel and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided, that the Company and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee's defense and the Trustee is not advised in writing by counsel that there is a conflict of interest between the Company and the Guarantors and the Trustee in connection with such defense. The Company and the Guarantors need not pay for any settlement made without their written consent. The Trustee shall notify the Company promptly of any claim for , which it may seek indemnification; provided that failure to give such notice consent shall not relieve the Company and the Guarantors of their obligations under this Section 7.06be unreasonably withheld, delayed or conditioned. The Company and the Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through the Trustee’s own negligence its negligence, bad faith or willful misconduct. To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.7, the Trustee shall have a perfected lien prior to the Securities 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 amounts due principal and premium, if any, of or interest on particular Securities. The indemnity obligations of the Company and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this IndentureNotes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.1(iv) or 6.01(k(v) of this Indenture occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company's and the Guarantors' obligations under this Section 7.7 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company's and the Guarantors' obligations pursuant to Article VIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon from time to time in writingwriting for its acceptance of this Indenture and services hereunder. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liabilityliabilities, damageclaims, claim, cost damages or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor or the Guarantors any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s 's and the Guarantors’ ' payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01 (7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, Guarantors will jointly and severally, shall severally indemnify each of the Trustee, each predecessor Trustee and their respective its directors, officers, agents for, and hold each of them harmless against, employees against any and all losslosses, liabilityliabilities or expenses, damage, claim, cost or expense (including the reasonable attorney’s fees and expenses of counsel and taxes other than those based upon the income of the Trustee) expenses, incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the 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 rights, powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.06 will survive the resignation or removal of the Trustee and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. satisfaction and discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal of, premium on, if any, or interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(8) or 6.01(k(9) 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) “Trustee” for the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as shall be mutually agreed upon in writinghereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it pursuant to, and in accordance with, any provision hereof, except addition to the compensation for any such expenses as shall have been caused by the Trustee’s own negligence or willful misconductits services. Such expenses shall will include the reasonable compensation compensation, disbursements and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. . (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify each of the Trustee, each predecessor Trustee and their respective agents for, and hold each of them harmless against, against any and all losslosses, liability, damage, claim, cost liabilities or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of under this Section 7.06Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Guarantor the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and or duties hereunder. The Company and , except to the Guarantors need not pay for extent any settlement made without their consentsuch loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnification; provided that failure indemnity. Failure by the Trustee to give such notice shall so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim, and the Trustee will cooperate in the defense. The Trustee may have separate counsel, and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. (c) The obligations of the Company and the Guarantors of their obligations under this Section 7.06. The Company 7.07 will survive the satisfaction and the Guarantors need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful misconduct. discharge of this Indenture. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.067.07, the Trustee shall will have a lien Lien prior to the Securities Notes on all money or property held or collected by the Trustee, except that held in trust to pay amounts due principal and interest on particular SecuritiesNotes. The indemnity obligations of Such Lien will survive the Company satisfaction and the Guarantors with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination discharge of this Indenture. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i), Section 6.01(j6.01(7) or 6.01(k) (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.