Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee or predecessor trustee from time to time reasonable compensation for its their respective services as subject to any written agreement between the Company Trustee and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustCompany. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any each predecessor Trustee (including the cost of defending itself) trustee, its officers, directors, employees and agents and hold it harmless against any loss, liability or expense, including taxes (other than taxes based upon, measured expense incurred or made by or determined by on behalf of it in connection with the income administration of this Indenture or the Trustee) incurred by it except as set forth in this Section 7.07 trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the performance of its duties under this Indenture as Trustee or Agentpremises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee's, or by any officerits officers', directordirectors', employeeemployees' or agents' negligence or bad faith. To ensure the Company's payment obligations in this Section, shareholder or agent of the Trustee through shall have a claim prior to the gross negligence Securities on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d) 6.01 or (e) occursin connection with Article 6 hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writingservices. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon within 45 days after receipt of request for all reasonable out-of-pocket disbursements and expenses incurred or made by it. Such expenses shall include it in connection with its duties under this Indenture, including the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any loss, and all loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in connection with the acceptance or performance of its duties under this Indenture as Trustee including the reasonable costs and expenses of defending itself against any claim or Agentliability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay The failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not however relieve the Company of its obligations hereunder except to obligations. Notwithstanding the extent such failure or delay shall have materially prejudiced foregoing, the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or by any officer, director, employee, shareholder or agent bad faith. To secure the payment obligations of the Company in this Section 7.7, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any Series on all money or property held or collected by the Trustee except such persons as determined by a final order money or property held in trust to pay the principal of, interest and premium, if any, on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For purposes of this Section 7.7, the term “Trustee” shall survive the resignation or removal of the Trustee and the termination or discharge of include any trustee appointed pursuant to this IndentureArticle 7.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal and interest on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (ef) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingfor its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable disbursements, advances and expenses incurred by it, including in particular, but without limitation, those incurred in connection with the enforcement of any remedies hereunder. Such expenses may include the reasonable fees and out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Except as set forth in the next paragraph, the Company shall indemnify each of and hold harmless the Trustee and any predecessor Trustee (including the cost of defending itself) trustee against any and all loss, liability liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties the trust under this Indenture as Trustee or AgentIndenture. The Trustee shall notify the Company promptly of any claim of which it has received written notice for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the such claim and the Trustee shall cooperate in the such defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and out-of-pocket expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss loss, liability, cost or liability expense incurred by the Trustee through its own negligence, willful misconduct or bad faith. To secure the Company’s payment obligations in this Section 7.08, 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 the principal of and interest on particular Securities. The Trustee’s right to receive payment of any officer, director, employee, shareholder amounts due under this Section 7.08 will not be subordinate to any other liability or agent indebtedness of the Trustee through Company. The Company’s payment obligations pursuant to this Section 7.08 shall survive the gross negligence or willful misconduct satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dclause (iv) or (ev) of Section 6.01 hereof occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For the purpose of this Section shall survive 7.08, “Trustee” will include any predecessor Trustee, but the resignation negligence, willful misconduct or removal bad faith of any Trustee will not affect the rights of any other Trustee and the termination or discharge of under this IndentureSection 7.08, except for a successor Trustee pursuant to Section 7.10.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal and interest on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(f) or (eg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingfor its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable disbursements, advances and expenses incurred by it, including in particular, but without limitation, those incurred in connection with the enforcement of any remedies hereunder. Such expenses may include the reasonable fees and out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Except as set forth in the next paragraph, the Company shall indemnify each of and hold harmless the Trustee and any predecessor Trustee (including the cost of defending itself) trustee against any and all loss, liability liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties the trust under this Indenture as Trustee or AgentIndenture. The Trustee shall notify the Company promptly of any claim of which it has received written notice for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the such claim and the Trustee shall cooperate in the such defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and out-of-pocket expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss loss, liability, cost or liability expense incurred by the Trustee through its own negligence, willful misconduct or bad faith. To secure the Company’s payment obligations in this Section 7.08, 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 the principal of and interest on particular Securities. The Trustee’s right to receive payment of any officer, director, employee, shareholder amounts due under this Section 7.08 will not be subordinate to any other liability or agent indebtedness of the Trustee through Company. The Company’s payment obligations pursuant to this Section 7.08 shall survive the gross negligence or willful misconduct satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dclause (iv) or (ev) of Section 6.01 hereof occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For the purpose of this Section shall survive 7.08, “Trustee” will include any predecessor Trustee, but the resignation negligence, willful misconduct or removal bad faith of any Trustee will not affect the rights of any other Trustee and the termination or discharge of under this IndentureSection 7.08, except for a successor Trustee pursuant to Section 7.10 .

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including for the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any and all loss, liability or expense, expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable attorneys’ fees and expenses) incurred by it except as set forth or in connection with the acceptance or administration of this Section 7.07 in trust and the performance of its duties under hereunder, including the costs and expense of enforcing this Indenture as Trustee against the Company (including this Section 6.06) and defending itself against any claim (whether asserted by the Company, any Holder or Agentany other person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall may, subject to the approval of the Trustee, defend the claim claim, and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not pay for any written settlement made without its prior written consent, which consent shall will not be unreasonably delayed, conditioned or withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 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 bad faith. To secure the Company’s payment obligations in this Section 6.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. The Company’s payment obligations pursuant to this Section 6.06 shall survive the satisfaction or discharge of this Indenture, any officer, director, employee, shareholder rejection or agent termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(d5.01(6) or (e7) occurswith respect to the Company, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable documented compensation and out-of-pocket expenses of the Trustee’s agents and outside counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability liability, claim (including any between the parties to this Indenture), suit or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through to the gross extent of its or their negligence or willful misconduct misconduct. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. Such lien will survive the satisfaction and discharge of this Indenture and the resignation, removal or replacement of the Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (e6.1(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writingservices. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon within [ ] days after receipt of request for all reasonable out-of-pocket disbursements and expenses incurred or made by it. Such expenses shall include it in connection with its duties under this Indenture, including the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any loss, and all loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in connection with the acceptance or performance of its duties under this Indenture as Trustee including the reasonable costs and expenses of defending itself against any claim or Agentliability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay The failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not however relieve the Company of its obligations hereunder except to obligations. Notwithstanding the extent such failure or delay shall have materially prejudiced foregoing, the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or by any officer, director, employee, shareholder or agent bad faith. To secure the payment obligations of the Company in this Section 7.7, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any Series on all money or property held or collected by the Trustee except such persons as determined by a final order money or property held in trust to pay the principal of, interest and premium, if any, on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For purposes of this Section 7.7, the term “Trustee” shall survive the resignation or removal of the Trustee and the termination or discharge of include any trustee appointed pursuant to this IndentureArticle 7.

Compensation and Indemnity. The Company shall pay to the Trustee (acting in any capacity hereunder) from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall fully indemnify each of the Trustee and (acting in any capacity hereunder) or any predecessor Trustee and their agents (including the cost of defending itselfitself against any claim (whether asserted by the Company, or any Holder or any other Person)) against any lossand all losses, liability damages, claims, liability, fees, costs or expenseexpenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its their duties under this Indenture as Trustee or Agent, including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement or indemnification. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received notice for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the TrusteeTrustee and any Agent. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder director or agent employee of the Trustee through the gross caused by its own negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionjurisdiction in a final, non-appealable order. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on the Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(g) or (eh) (or any comparable provisions set forth in a supplemental indenture) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree upon in writinghave separately agreed. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany 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 willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification The obligations of the Company under this Section 7.07 shall apply to officerssurvive the satisfaction and discharge of this Indenture, directors, employees, shareholders and agents the removal or resignation of the Trustee. The Company need not reimburse any expense To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or indemnify against any loss property held or liability incurred collected by the Trustee or by any officerTrustee, directorexcept that held in trust to pay principal of, employeepremium, shareholder or agent if any, and interest on particular Securities. Such lien shall survive the satisfaction and discharge of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(e) or (ef) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee (acting in any capacity hereunder) from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall fully indemnify each of the Trustee and (acting in any capacity hereunder) or any predecessor Trustee and their agents (including the cost of defending itselfitself against any claim (whether asserted by the Company, or any Holder or any other Person)) against any and all loss, damages, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its their duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received notice for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the TrusteeTrustee and any Agent. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder director or agent employee of the Trustee through the gross caused by its own negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionjurisdiction in a final, non-appealable order. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on the Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(g) or (eh) (or any comparable provisions set forth in a supplemental indenture) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and hereunder in accordance with a written schedule provided by the Trustee shall from time to time agree upon in writingthe Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it. Such expenses shall include it arising out of or in connection with the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability acceptance or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have one separate counsel and defend the claim, but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. This indemnification Such Lien shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) clause (8) or (e9) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee as agreed upon in writing from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall fully indemnify each of the Trustee and hold it harmless against any predecessor Trustee and all losses, liabilities, claims, damages or expenses (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable legal fees and expenses) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by or Agentagainst the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such that the Company is actually prejudiced by failure or delay shall have materially prejudiced of the CompanyTrustee to provide timely notice of claims of which a Responsible Officer has received written notice. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification The obligations of the Company under this Section 7.07 shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal of the Trustee. The Company need not reimburse any expense To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or indemnify against any loss property held or liability incurred collected by the Trustee or by any officerTrustee, director, employee, shareholder or agent except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(e) or (ef) 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 insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of this Section shall survive TIA § 313(b)(2) to the resignation or removal of the Trustee and the termination or discharge of this Indentureextent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee (and any other Note Documents to which it is a party) against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, or Agentany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents . (c) The obligations of the Trustee. The Company need not reimburse any expense under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company's payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or indemnify against any loss property held or liability incurred collected by the Trustee or by any officerTrustee, director, employee, shareholder or agent except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. this Indenture. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(9) or (e10) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and hereunder in accordance with a written schedule provided by the Trustee shall from time to time agree upon in writingthe Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it. Such expenses shall include it arising out of or in connection with the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability acceptance or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have one separate counsel and defend the claim, but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. This indemnification Such Lien shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) clause (8) or (e9) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and hereunder in accordance with a written schedule provided by the Trustee shall from time to time agree upon in writingthe Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (b) The Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it. Such expenses shall include it arising out of or in connection with the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability acceptance or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may elect to have one separate counsel and defend the claim, but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. (d) To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. This indemnification Such Lien shall apply to officers, directors, employees, shareholders survive the satisfaction and agents discharge of this Indenture and the resignation or removal of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dSections 6.01(g) or (eh) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time time, and the Trustee shall be entitled to, such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing, for its acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itor on behalf of it in addition to the compensation for its services. Such expenses shall may include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents agents, counsel and counselother persons not regularly in its employ. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against and their agents, against, and defend and hold them harmless from, any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth ), arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture and the trusts hereunder, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Company, or any holder of Convertible Notes or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07, except as Trustee or Agentset forth in the next paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim with counsel designated by the Company, who may be outside counsel to the Company but shall in all events be reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defense. The In addition, the Trustee may have retain one separate counsel and, if deemed advisable by such counsel, local counsel, and the Company shall pay the reasonable fees and expenses of such counselseparate counsel and local counsel (whether incurred before trial, at trial, on appeal or in any bankruptcy or arbitration or other administrative proceeding). The indemnification herein extends to any settlement; provided, however, that the Company need will not pay be liable for any settlement made without its consent; provided further, which however, that such consent shall will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross its own negligence or willful misconduct misconduct. The Trustee shall have a lien prior to the Convertible Notes on all money or property held or collected by the Trustee to secure the Company’s payment obligations in this Section 7.07, except that held in trust to pay principal of any such persons as determined by a final order and interest and premium, if any, on Convertible Notes. Such liens and the Company’s obligations under this Section 7.07 shall survive the satisfaction and discharge of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(h) or (ei) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon within 45 days after receipt of request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it. Such expenses shall include it in connection with its duties under this Indenture, including the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee (in any of its capacities), its officers, directors, employees and agents for, and hold them harmless against, any predecessor Trustee and all losses, liabilities, damages, claims or expense (including the cost of defending itself) against any losstaxes, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth or arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture as Trustee including the 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 or Agentany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee Trustee, upon receiving written notice thereof, shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay The failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not however relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officersNotwithstanding the foregoing, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross its negligence or willful misconduct of any such persons bad faith as determined established by a final final, non-appealable order of a court of competent jurisdiction. To secure the payment obligations of the Company in this Section 7.7, 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 such money or property held in trust to pay the principal of, interest and premium, if any, on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to this ARTICLE 7. The obligations of the Company under this Section 7.7 shall survive the termination or satisfaction and discharge of this Indenture or the resignation or removal of the Trustee and the termination or discharge of this Indenturefor any reason.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it (including in the enforcement of this Section 7.7), except as set forth in the next paragraph, arising out of or in connection with the acceptance or administration of this Section 7.07 trust or in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Notwithstanding the foregoing, the Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that which is held in trust to pay principal and interest on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (ef) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section 7.7 shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writingwriting for all services rendered by it hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by itit in connection with the performance of its duties under this Indenture, except any such expense as may be attributable to its negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any lossloss or liability, liability damage, claim or expense, reasonable expense including taxes (other than taxes based upon, measured by upon or determined or measured by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or by any officer, director, employee, shareholder or agent bad faith. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any such persons as determined series on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d5.1(5) or (e) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee (acting in any capacity hereunder) from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee and Agents upon request for all reasonable disbursements, out-of-pocket expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee (acting in any capacity hereunder) and any predecessor Trustee (including the cost of defending itself) against any losscost, liability claim, expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyunder this Section 7.7. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel of its selection 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the TrusteeTrustee (acting in any capacity hereunder). The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons or negligence, as determined by a final non-appealable order of a court of competent jurisdiction. To secure the Company’s payment obligations in this Section, 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 principal of and interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by itit in connection with the performance of its duties under this Indenture. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) hold it harmless against any and all loss, claims, damage, expense or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 in connection with its acceptance or administration of the performance of its duties under this Indenture as Trustee trust or Agenttrusts hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by ; provided, however, that the failure of the Trustee to so notify the Company of any claim for of which it may seek indemnity a Responsible Officer of the Trustee has knowledge shall not relieve the Company of its obligations hereunder to indemnify the Trustee, except to the extent such failure or delay shall have the Company has been materially prejudiced the Companyby such failure. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred determined to have been caused by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross its own negligence or willful misconduct misconduct. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of and interest on particular Securities of a court of competent jurisdiction. When Series. (e) If the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(4) or (e5) occurs, the such expenses and the compensation for the such services are intended to shall constitute expenses of administration under any insolvency, bankruptcy or similar law. Bankruptcy Law. (f) The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and Trustee, its directors, officers, employees or agents or any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability claims, damages, penalties, fines, liabilities or expenseexpenses, including taxes incidental and out-of-pocket expenses and reasonable attorneys’ fees and expenses (other than taxes based uponfor purposes of this Article, measured by or determined by the income of the Trustee“losses”) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany 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 such losses have been determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received written notice and for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyunder this Section 7.07. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own willful misconduct or by any officergross negligence. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, director, employee, shareholder the resignation or agent removal of the Trustee through and payment in full of the gross negligence or willful misconduct Notes. To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes of a court that Series. Such Lien shall survive the satisfaction and discharge of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(f) or (eg) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services hereunder as the Company and the Trustee shall from time to time agree 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 itit pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own gross negligence or willful misconduct, as determined by a final non-appealable order of a court of competent jurisdiction. 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 shall indemnify each of the Trustee, each predecessor Trustee and their respective officers, directors, employees and agents for, and hold each of them harmless against, any predecessor Trustee and all loss, liability, damage, claim, cost or expense (including the cost reasonable fees and expenses of defending itself) against any loss, liability or expense, including counsel and taxes (other than taxes those based upon, measured by or determined by upon the income of the Trustee) incurred by it except as set forth in connection with the acceptance or administration of this Section 7.07 in trust, the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify and/or the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company exercise of its obligations hereunder except to rights hereunder, or in connection with enforcing the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay provisions of this Section 7.06, including the reasonable fees costs and expenses of such counseldefending itself against any claim (whether asserted by the Company, 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 need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification The Trustee shall apply notify the Company promptly of any claim for which it may seek indemnification; provided that failure to officers, directors, employees, shareholders and agents give such notice shall not relieve the Company of the Trusteeits obligations under this Section 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the Trustee’s own gross negligence or willful misconduct of any such persons misconduct, as determined by a final non-appealable order of a court of competent jurisdiction. To secure the Company’s 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 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(d6.01(h) or (eSection 6.01(i) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) and hold it harmless against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionand interest on the Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(5) or (e6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith of any such persons as determined persons. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writingwriting for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred or made by itit in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation fees and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, liability or expensedamage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except as set forth for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07 8.07) and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of its any of the Trustee’s rights, powers or duties under this Indenture as Trustee hereunder (whether asserted by the Company, any Holder or Agentany other Person). The Trustee shall notify the Company promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure or delay by ; provided, however, that the Trustee failure to so notify the Company will not affect the obligations of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except pursuant to the extent such failure or delay shall have materially prejudiced the Companythis Section 8.07. The Company shall, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or by any officerwillful misconduct. To secure the Company’s payment obligations in this Section 8.07, director, employee, shareholder or agent of the Trustee through shall have a Lien prior to the gross negligence Securities against all money or willful misconduct of any such persons property held or collected by the Trustee, in its capacity as determined by a final order of a court of competent jurisdictionTrustee. When In addition to and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dclause (1) or (e2) of Section 7.04 occurs, the such expenses and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any insolvencyBankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, bankruptcy however, that the negligence, willful misconduct or similar lawbad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Notwithstanding any other provision in this Indenture, the provisions of this Section 8.07 shall survive the satisfaction and discharge, and the termination for any reason, of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Agreement, the Security Documents and other Note Documents and services hereunder and thereunder as the Company and the Trustee shall agree to in writing from time to time agree upon in writingtime. The Trustee’s 's compensation shall not be limited by any law on compensation of a the 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor the Trustee (including the cost and each of defending itselftheir respective officers, directors, employees and agents) against any lossand all losses, liability liabilities or expense, expenses (including reasonable attorneys' fees and expenses) incurred by it including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture as Trustee Agreement and the other Note Documents, including the costs and expenses of enforcing this Agreement and the other Note Documents against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This The Company shall not, without the prior written consent of the Trustee, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification shall apply has been sought under this Section unless such settlement, compromise or consent (i) includes an unconditional release of the Trustee from all liability arising out of such litigation, investigation, proceeding or claim, and (ii) does not include a statement as to, or an admission or, fault, culpability or a failure to officers, directors, employees, shareholders and agents act by or on behalf of the Trustee. The obligations of the Company need not reimburse under this Section 7.07 shall survive the satisfaction and discharge of this Agreement or any expense other Note Document, any rejection or indemnify against termination of this Agreement or any loss Note Document under any bankruptcy law or liability incurred the resignation or removal of the Trustee. To secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee or by Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Agreement and the other Note Documents. Without prejudice to any officer, director, employee, shareholder or agent of other rights available to the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When under applicable law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(q) or (e) 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 insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of this TIA Section shall survive 313(b)(2) to the resignation or removal of the Trustee and the termination or discharge of this Indentureextent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall fully indemnify each of the Trustee against any and any predecessor Trustee all losses, liabilities, claims, damages or expenses (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable legal fees and expenses) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 their consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligations of the Trustee. The Company need not reimburse any expense in this Section 7.07 shall survive resignation or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent removal of the Trustee through and the gross negligence satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such lien shall survive the resignation or removal of any such persons as determined by a final order the Trustee and the satisfaction and discharge of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(f) or (eg) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and (in its capacity as Trustee), its directors, officers, employees or agents or any predecessor Trustee (including the cost of defending itselfin its capacity as Trustee) against any lossand all losses, liability claims, damages, penalties, fines, liabilities or expenseexpenses, including taxes incidental and out-of-pocket expenses and reasonable attorneys’ fees and expenses (other than taxes based uponfor purposes of this Article, measured by or determined by the income of the Trustee“losses”) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany 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 such losses may be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyunder this Section 7.07. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence or by any officerbad faith. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, director, employee, shareholder the resignation or agent removal of the Trustee through and payment in full of the gross negligence Notes. To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(i) or (ej) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writingwriting for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred or made by itit in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation fees and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, liability or expensedamage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except as set forth for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07 8.07) and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of its any of the Trustee’s rights, powers or duties under this Indenture as Trustee hereunder (whether asserted by the Company, any Holder or Agentany other Person). The Trustee shall notify the Company promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. Failure or delay by ; provided, however, that the Trustee failure to so notify the Company will not affect the obligations of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except pursuant to the extent such failure or delay shall have materially prejudiced the Companythis Section 8.07. The Company shall, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred to the extent determined to have been caused by the Trustee through its own negligence, bad faith or by any officerwillful misconduct. To secure the Company’s payment obligations in this Section 8.07, director, employee, shareholder or agent of the Trustee through shall have a Lien prior to the gross negligence Securities against all money or willful misconduct of any such persons property held or collected by the Trustee, in its capacity as determined by a final order of a court of competent jurisdictionTrustee. When In addition to and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dclause (1) or (e2) of Section 7.04 occurs, the such expenses and the compensation for such services shall be paid to the services extent allowed under any Bankruptcy Law and are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it it, except as set forth below in this Section 7.07 7.7(b), in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence negligence, bad faith or willful misconduct misconduct. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal and interest on particular Securities of a court of competent jurisdiction. that Series. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) above occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including for the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons or negligence, as determined by a final order decision of a court of competent jurisdiction. To secure the Company’s payment obligations in this Section, 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 principal of and interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon within 45 days after receipt of request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it. Such expenses shall include it in connection with its duties under this Indenture, including the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee (in any of its capacities), its officers, direction, employees and agents for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any and all loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 in connection with the acceptance or performance of its duties under this Indenture as Trustee including the reasonable costs and expenses of enforcing this Indenture and defending itself against any claim or Agentliability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee Trustee, upon receiving written notice thereof, shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay The failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not however relieve the Company of its obligations hereunder except to obligations. Notwithstanding the extent such failure or delay shall have materially prejudiced foregoing, the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the its gross negligence or willful misconduct of any such persons misconduct, as determined established by a final final, non-appealable order of a court of competent jurisdiction. To secure the payment obligations of the Company in this Section 7.7, 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 such money or property held in trust to pay the principal of, interest and premium, if any, on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to this Article 7. The obligations of the Company under this Section 7.7 shall survive the termination or satisfaction and discharge of this Indenture or the resignation or removal of the Trustee and the termination or discharge of this Indenture.for any reason

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall be agreed from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred by it. Such expenses shall include the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counselcounsel and of all Persons not regularly in its employ. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against for, and to hold them harmless against, any loss, liability liability, damage, claim or expenseexpense , including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it them except as set forth in the next paragraph , arising out of or in connection with this Section 7.07 Indenture, the Securities of any Series, the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this Indenture as Trustee or AgentSection. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay ; provided, however, that the Trustee shall not incur any liability it if fails to so notify and any failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall will not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.obligations

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time compensation as agreed upon in writing for its services as the Company and services. The compensation of the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall is not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall will reimburse the Trustee upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by it. Such expenses shall include the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel. . (b) The Company shall will indemnify each the Trustee and its officers, directors, employees and agents for, and hold it harmless against, any loss or liability or expense incurred by it without negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties under the Indenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and of the Trustee and any predecessor Trustee (including the cost of defending itself) itself against any loss, claim or liability and of complying with any process served upon it or expense, including taxes (other than taxes based upon, measured by any of its officers in connection with the exercise or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of any of its powers or duties under this the Indenture as Trustee or Agentand the Notes. The Trustee shall will notify the Company promptly of for any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall will not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall will defend the claim and the Trustee shall will cooperate in the defense. The Trustee may have one separate counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company need shall not be obligated to pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. This indemnification shall apply . (c) To secure the Company’s payment obligations in this Section, the Trustee will have a Lien prior to officers, directors, employees, shareholders and agents of the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on particular Notes. The Company need not reimburse any expense or indemnify against any loss or liability incurred by Such Lien will survive the Trustee or by any officer, director, employee, shareholder or agent satisfaction and discharge of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. this Indenture. (d) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(h) or (ei) 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 insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section 7.07 with respect to indemnification shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee parties shall agree from time to time agree upon in writingtime. 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company and the Guarantors shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company and the Guarantors or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.such

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee shall agree in writing from time to time agree upon in writingtime. 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 by itit in connection with the performance of its duties under this Indenture, except any such expense as may be attributable to its negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee for, and Predecessor Trustee, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any lossloss or liability damage, liability claim or expense, reasonable expense including taxes (other than taxes based upon, measured by upon or determined or measured by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or by any officer, director, employee, shareholder or agent bad faith. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any such persons as determined series on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, any interest and Liquidated Damages, if any, on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d5.1(5) or (e) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable Federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Company shall indemnify each of the Trustee against any and any predecessor Trustee all loss, liability, claim, damage or expense (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable attorneys’ fees and expenses) incurred by it except as set forth or in connection with the acceptance or administration of this Section 7.07 in trust and the performance of its duties under hereunder, including the costs and expense of enforcing this Indenture as Trustee against the Company (including this Section 6.06) and defending itself against any claim (whether asserted by the Company, any Holder or Agentany other person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall may, subject to the approval of the Trustee, defend the claim claim, and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. The Company need not pay for any written settlement made without its prior written consent, which consent shall will not be unreasonably delayed, conditioned or withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 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 or negligence. To secure the Company’s payment obligations in this Section 6.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. The Company’s payment obligations pursuant to this Section 6.06 shall survive the satisfaction or discharge of this Indenture, any officer, director, employee, shareholder rejection or agent termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When under applicable law, when the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(d5.01(6) or (e) occurs7), the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawthe Bankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s for its services hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it. Such expenses shall include it in connection with its duties under this Indenture, including the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and Trustee, any predecessor Trustee (including the cost of defending itself) against for, and hold them harmless against, any and all loss, damage, claim, liability or reasonable expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it except as set forth in this Section 7.07 in connection with the acceptance or performance of its duties under this Indenture as Trustee including the reasonable costs and expenses of entering against the Company (including this Section 7.07) and of defending itself against any claim (whether asserted by any Securityholder or Agentthe Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee shall notify the Company in writing promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay However, the failure by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay is prejudiced thereby. Notwithstanding the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consentforegoing, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or by any officer, director, employee, shareholder or agent bad faith. To secure the payment obligations of the Company in this Section 7.07, the Trustee through shall have a lien prior to the gross negligence Securities on all money or willful misconduct property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on particular Securities. The 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 (even though the Securities may be so subordinated) and the Securities shall be subordinate to the Trustee’s right to receive such persons as determined by a final order payment. The obligations of a court the Company under this Section 7.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall survive the resignation or removal of competent jurisdictionany Trustee, any rejection or termination under any Bankruptcy Law and the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(6) or (e7) hereof occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions For purposes of this Section 7.07, the term “Trustee” shall survive the resignation or removal of the Trustee and the termination or discharge of this Indentureinclude any trustee appointed pursuant to Article 9.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as shall be agreed upon pursuant to a separate agreement dated not later than the Company and the Trustee shall from time to time agree upon in writingdate hereof. 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal and interest on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(f) or (eg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including for the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons or negligence, as determined by a final order decision of a court of competent jurisdiction. To secure the Company’s payment obligations in this Section, 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 principal of and interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company Trustee and the Trustee Company shall from time to time agree upon in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) incurred by it except as set forth or liability in this Section 7.07 in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee hereunder, except to the extent that such loss, damage, claim, liability or Agentexpense is due to its own negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross its own negligence or willful misconduct of misconduct. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any such persons as determined coupons on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal or interest on particular securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(5) or (e6) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive any termination or discharge of this Indenture (including without limitation any termination under any Bankruptcy Law) and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree be agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee against any and any predecessor Trustee all loss, liability, damage, claim or expense (including the cost reasonable fees and expenses of defending itself) against any loss, liability or expense, including counsel and taxes (other than taxes those based upon, measured by or determined by upon the income of the Trustee) incurred by it except as set forth in connection with the acceptance or administration of this Section 7.07 in trust and the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay hereunder, including the reasonable fees costs and expenses of such counseldefending itself against any claim (whether asserted by the Company, 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 need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification The Trustee shall apply to officers, directors, employees, shareholders and agents notify the Company promptly of the Trusteeany claim of which a Responsible Officer has received written notice for which it may seek indemnification. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence, bad faith or willful misconduct. To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by any officerthe Trustee, director, employee, shareholder or agent except that held in trust to pay amounts due on particular Securities. The indemnity obligations of the Company with respect to the Trustee through provided for in this Section 7.07 shall survive the gross negligence termination of this Indenture and any resignation or willful misconduct removal of any such persons as determined by a final order of a court of competent jurisdictionthe Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(f) or (eg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Issuer and the Company shall pay to the Trustee or predecessor trustee from time to time reasonable compensation for its their respective services as subject to any written agreement between the Company Trustee and the Trustee shall from time to time agree upon in writingIssuer and the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Each of the Issuer and the Company shall indemnify each of the Trustee and any each predecessor Trustee (including the cost of defending itself) trustee, its officers, directors, employees and agents and hold it harmless against any loss, claim, damage, liability or expense, including taxes (other than taxes based upon, measured expense incurred or made by or determined by on behalf of it in connection with the income administration of this Indenture or the Trustee) incurred by it except as set forth in this Section 7.07 trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the performance of its duties under this Indenture as Trustee or Agentpremises. The Trustee shall notify the Issuer and the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim Issuer and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s, or its officers’ or directors’, employees’ negligence or bad faith. To ensure the payment of obligations by any officerthe Issuer and the Company pursuant to this Section, director, employee, shareholder or agent of the Trustee through shall have a claim prior to the gross negligence Securities on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d) 6.01 or (e) occursin connection with Article Six hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions provision of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time time, and the Trustee shall be entitled to, reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 incurred or made by it. Such expenses may include, but shall include not be limited to, the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any loss, loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in connection with the acceptance or administration of this Section 7.07 trust, including the costs and expenses of defending itself against any claim or liability in connection with the Securities or the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by asserted against the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve and the Company of its obligations hereunder except may elect by written notice to the extent Trustee to assume the defense of any such failure or delay shall have materially prejudiced claim at the Company. The 's expense with counsel reasonably satisfactory to the Trustee; provided, however, that if the Trustee is advised by counsel that the interests of the Company shall defend the claim and the Trustee conflict, the Trustee shall cooperate in have the defense. The Trustee may have one right to retain separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by it through the Trustee's negligence or willful misconduct. The Company shall not be liable for any settlement made of any claim or action effected without its the Company's consent, which consent shall not be unreasonably withheld. This indemnification To secure the Company's payment obligations in this Section, the Trustee shall apply have a lien prior to officers, directors, employees, shareholders and agents of the Securities on all money or property held or collected by the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) 6.01 occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, applicable bankruptcy or similar comparable law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingfor 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 shall reimburse the Trustee upon request for all tax obligations imposed on the Trustee related to this Indenture and all reasonable out-of-pocket expenses incurred or made by it. Such expenses shall include the reasonable compensation fees and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against and their respective agents, employees, stockholders and directors for, and hold them harmless against, any and all loss, liability liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it them except as set forth for such actions to the extent caused by any negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this Section 7.07 trust including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of its any of their rights, powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel, provided that counsel selected by the Company shall be the sole counsel of record in any judicial or arbitral proceeding. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or by any officerwillful misconduct. To secure the Company's payment obligations in this Section 7.07, director, employee, shareholder or agent of the Trustee through shall have a lien prior to the gross negligence Notes on all assets or willful misconduct money held or collected by the Trustee, in its capacity as Trustee, except assets or money held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(6) or (e7) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon for its services, including for any Agent capacity in writingwhich it acts. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any and all loss, liability liability, damage, claim or expense, expense incurred by it including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) incurred by it except as set forth or liability in this Section 7.07 in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this Indenture as Trustee or AgentSection. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. . (c) The Company need not pay for any settlement made without its consent, which consent shall not unreasonably be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through gross negligence, willful misconduct or by any officerbad faith. (d) To secure the Company's payment obligations in this Section, director, employee, shareholder or agent of the Trustee through shall have a lien prior to the gross negligence Debentures on all money or willful misconduct of any such persons as determined property held or collected by a final order of a court of competent jurisdiction. When the Trustee, except that held in trust to pay Principal and interest on particular Debentures. (e) Without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(a)(4), Section 6.01(a)(5) or (eSection 6.01(a)(6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. Bankruptcy Law. (f) The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and (in its capacity as Trustee) or any predecessor Trustee (including the cost of defending itselfin its capacity as Trustee) against any lossand all losses, liability claims, damages, penalties, fines, liabilities or expenseexpenses, including taxes incidental and out-of-pocket expenses and reasonable attorneys’ fees (other than taxes based uponfor purposes of this Article, measured by or determined by the income of the Trustee“losses”) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany 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 such losses 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 or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except under this Section 7.07, if and only to the extent such failure or delay shall have materially the Company has not been prejudiced the Companythereby. The Company shall defend the claim claim, and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence or by any officerbad faith. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, director, employee, shareholder the resignation or agent removal of the Trustee and payment in full of the Notes through the gross negligence expiration of the applicable statute of limitations. To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify and hold harmless each of the Trustee and any predecessor Trustee (including for the cost of defending itselfitself or enforcing this indemnity) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it as Trustee or Agent under this Indenture except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any third party claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the any third party claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel plus local counsel, if applicable, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed upon in writing between the Company and the Trustee shall from time to time agree upon in writingTrustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall promptly reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by itit in connection with administering this Indenture. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company shall fully indemnify each of the Trustee and hold it harmless against any predecessor Trustee and all loss, claim, damage, expense or liability (including the cost reasonable fees and expenses of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteecounsel) incurred by it except as set forth in connection with the administration of this Section 7.07 in Indenture and the performance of its duties under this Indenture as Trustee or Agenthereunder. The Company need not pay for any settlement made without its consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trusteeindemnification. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee as determined to have been caused by the Trustee’s own negligence, bad faith or by any officerwillful misconduct. To secure the Company’s payment Obligations in this Section, director, employee, shareholder or agent of the Trustee through shall have a Lien prior to the gross negligence Notes on all money or willful misconduct of any such persons as determined property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, or interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(7) or (e) 8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of this TIA Section shall survive 313(b)(2) to the resignation or removal of the Trustee and the termination or discharge of this Indentureextent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligations of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee satisfaction and the termination or discharge of this Indenture. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, claim, damage, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim has received written notice and for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyindemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred determined to have been caused by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (ef) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee or predecessor trustee from time to time reasonable compensation for its their respective services as subject to any written agreement between the Company Trustee and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trustCompany. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any each predecessor Trustee (including the cost of defending itself) trustee, its officers, directors, employees and agents and hold it harmless against any loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred or made by or on behalf of it except as set forth in connection with the administration of this Indenture or the trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Company, or any holder or Person) in the premises or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions in this Section 7.07 in the performance of its duties under this Indenture as Trustee or AgentSection. The Trustee shall notify the Company as promptly as practicable of any claim for which it may seek indemnity. Failure ; provided, however, that the failure to give such notice to the Company, or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity defect therein, shall not relieve the Company of its obligations hereunder except to the extent such failure impair or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of affect the Trustee’s right to be indemnified. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross Trustee’s, or its officers’, directors’, employees’ or agents’ negligence or willful misconduct misconduct. To ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money, the Collateral and property held or collected by the Trustee, except funds held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d) 6.01 or (e) occursin connection with Article Six hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under any insolvencyapplicable federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith of any such persons as determined persons. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith of any such persons as determined persons. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall fully indemnify each of the Trustee against any and any predecessor Trustee all losses, liabilities, claims, damages or expenses (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable legal fees and expenses) incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligations of the Trustee. The Company need not reimburse any expense in this Section 7.07 shall survive resignation or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent removal of the Trustee through and the gross negligence satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such lien shall survive the resignation or removal of any such persons as determined by a final order the Trustee and the satisfaction and discharge of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(f) or (eg) 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 insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of this TIA Section shall survive 313(b)(2) to the resignation or removal of the Trustee and the termination or discharge of this Indentureextent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee parties shall agree in writing from time to time agree 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 shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold each of the Trustee and any predecessor Trustee (including the cost of defending itself) against harmless against, any and all loss, damage, claims, liability or expense, expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trusteereasonable attorneys’ fees and expenses) incurred by it except as set forth in connection with the acceptance or administration of this Section 7.07 in trust and the performance of its duties under hereunder (including the costs and expenses of enforcing this Indenture as Trustee against the Company or Agentany Guarantor (including this Section 7.07)) or defending itself against any claim whether asserted by any Holder, the Company or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder), except to the extent set forth in the last sentence of this clause (b). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not (i) pay for any settlement made without its consent, the consent of the Company (which consent shall will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not ) or (ii) 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 by any officer, director, employee, shareholder or agent bad faith. (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. (d) To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee through shall have a Lien prior to the gross negligence Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdiction. this Indenture. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e6.01(a)(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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee Fiscal Agent, from time to time time, such compensation for its services as the Company and the Trustee Fiscal Agent shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation writing for all of a trustee of an express trustits services under this Agreement. The Company shall reimburse the Trustee Fiscal Agent upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by itit in accordance with any provision of this Agreement. Such expenses shall include the reasonable compensation and expenses of the TrusteeFiscal Agent’s agents and counsel. The Except as provided below in this paragraph, the Company shall indemnify the Fiscal Agent, any predecessor fiscal agent of it and each director, officer, employee and agent of the Trustee and any Fiscal Agent or predecessor Trustee (including the cost of defending itself) fiscal agent against any loss, liability liability, cost, claim, action, demand or expense, expense including taxes (other than taxes based upon, measured by or determined by the income of the TrusteeFiscal Agent), arising out of or in connection with the acceptance or administration of this Agreement, including all reasonable costs and expenses in defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) incurred by it except as set forth or liability in this Section 7.07 in connection with the exercise or performance of any of its powers and duties under this Indenture Agreement, enforcing the provisions of this Section, or performance of any other duties pursuant to the terms and conditions hereof, except such as Trustee may result from the gross negligence, bad faith or Agentwillful misconduct of any such Person. The Trustee Fiscal Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee indemnity but failure to do so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counselunder this Section 7.05. The Company need not pay for any settlement made by the Fiscal Agent without its the Company’s consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by either the Trustee Fiscal Agent or by any officer, director, employee, shareholder or predecessor fiscal agent of the Trustee it through the its own gross negligence negligence, bad faith or willful misconduct misconduct. In respect of any such persons the Company’s payment obligations in this Section 7.05, the Fiscal Agent shall have a senior claim and lien prior to the Securities on all money or property held or collected by the Fiscal Agent as determined by a final order such, except for money or property held in trust for the benefit of a court the Holders to pay the principal of competent jurisdictionand interest and premium, if any, on particular Securities. When In addition to, but without prejudice to its other rights under this Agreement, when the Trustee Fiscal Agent incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(dSections 6.01(5) or (e) occursand 6.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services (as agreed to from time to time by the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s ) for its services (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 incurred or made by it. Such expenses shall may include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost which for purposes of defending itselfthis Section 8.07 shall include its officers, directors, employees and agents) against for, and hold it harmless against, any and all loss, liability or expense, expense including taxes (other than franchise taxes and taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder including the reasonable costs and expenses of the Trustee and its counsel in defending (including reasonable legal fees and expenses) itself against any claim or Agentliability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made effected without its prior written consent. Anything in this Indenture to the contrary notwithstanding, which consent in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not be unreasonably withheld. This indemnification shall apply limited to officerslost profits), directors, employees, shareholders and agents even if the Trustee has been advised of the Trustee. likelihood of such loss or damage and regardless of the form of action. (c) The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by it resulting from its gross negligence, willful misconduct or bad faith. (d) The Trustee shall have a senior claim to which the Trustee Securities are hereby made subordinate on all money or property held or collected by any officer, director, employee, shareholder or agent the Trustee. The obligations of the Trustee through Company under this Section 8.07 shall survive the gross negligence satisfaction and discharge of this Indenture or willful misconduct the resignation or removal of any such persons as determined by a final order of a court of competent jurisdiction. the Trustee. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(dclause (6) or (e7) of Section 7.01(a) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services hereunder as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred by itit in connection with the performance of its duties under this Indenture. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee for and hold it harmless, (including the cost of defending itself) against any and all loss, liability liability, claim, suit or expenseexpense (including attorneys’ fees and expenses, and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), including without limitation the costs and expenses of defending itself against any claim (whether asserted the Company, any Holder or any other person), incurred without negligence or willful misconduct, as finally determined by it except as set forth a court of competent jurisdiction, arising out of or in this Section 7.07 in connection with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties under or the exercise of its powers hereunder and including the enforcement of this Indenture as Trustee or Agent(including, without limitation, this Section 7.7). The With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify , (ii) the Company of any claim for which it may seek indemnity shall not relieve the Company of at its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall option defend the claim and claim, in which event the Trustee shall cooperate in the defense. The defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any expense Series on all money or indemnify against any loss property held or liability incurred collected by the Trustee or by any officerTrustee, director, employee, shareholder or agent except that held in trust to pay principal of the Trustee through the gross negligence or willful misconduct and interest on particular Securities of any such persons as determined by a final order of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (e6.1(f) occurs, the expenses and the compensation for the services are intended to constitute administrative expenses for purposes of administration priority under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation as shall be agreed to in writing by the Company and the Trustee for its acceptance of this Indenture and services as hereunder (it being hereby agreed that the compensation set forth in any fee letter between the Company and the Trustee shall from time be deemed to time agree upon in writingbe reasonable). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements, fees and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, agents and any predecessor Trustee (including the cost of defending itselfemployees) against any lossand all claims, liability damages, losses, liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the 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 or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or willful misconduct, as Trustee or Agentdetermined by a final non-appealable judgment of a court of competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company and the Guarantors need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. This indemnification The obligations of the Company and the Guarantors under this Section 7.7 shall apply to officerssurvive the satisfaction and discharge or termination for any reason of this Indenture, directorsincluding any termination or rejection hereof under any Bankruptcy Law, employees, shareholders and agents or the resignation or removal of the Trustee. The Company need not reimburse any expense To secure the Company’s and the Guarantors’ obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or indemnify against any loss property held or liability incurred collected by the Trustee Trustee, except that held in trust to pay principal, premium, if any, or by interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any officer, director, employee, shareholder reason of this Indenture and the resignation or agent removal of the Trustee. In addition, and without prejudice to the rights provided to the Trustee through under any of the gross negligence or willful misconduct provisions of any such persons as determined by a final order of a court of competent jurisdiction. When this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in clause (8) of the first paragraph of Section 6.01(d) or (e) 6.1 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingTrustee. 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Except as set forth in the next paragraph, the Company shall indemnify each of the Trustee and any predecessor Trustee against any and all loss, damage, claim, liability or expense (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the acceptance or performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal and interest on particular Securities of a court of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(f) or (eg) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) reasonable expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The If the Trustee is advised by counsel in writing that it may have available to it defenses which are in conflict with the defenses available to the Company, then the Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents The obligations of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee satisfaction and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including for the cost of defending itself) and hold it harmless against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.28

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify indemnify, protect and hold each of the Trustee and any predecessor Trustee (including the cost of defending itself) harmless from and against any and all loss, liability liability, damages, costs or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct misconduct. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services (as agreed to from time to time by the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s ) for its services (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 incurred or made by it. Such expenses shall may include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost which for purposes of defending itselfthis Section 9.7 shall include its officers, directors, employees and agents) against for, and hold it harmless against, any and all loss, liability or expense, expense including taxes (other than taxes based upon, measured by or determined by -52- the income of the Trustee), (including reasonable legal fees and expenses) incurred by it except as set forth in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder including the reasonable costs and expenses of the Trustee and its counsel in defending itself against any claim or Agentliability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made effected without its prior written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingfor its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon written request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or Agentany 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 wilful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification Table of Contents The obligations of the Company under this Section 7.07 shall apply to officers, directors, employees, shareholders and agents survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. The Company need not reimburse any expense To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or indemnify against any loss property held or liability incurred collected by the Trustee Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or by any officer, director, employee, shareholder or agent removal of the Trustee through Trustee, the gross negligence or willful misconduct satisfaction and discharge of any such persons as determined by a final order this Indenture and the termination of a court of competent jurisdictionthis Indenture. When In addition and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(7) or (e) 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 insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall Issuers agree to pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Company shall Issuers agree to indemnify the Trustee (in its capacity as Trustee) and each of the Trustee its officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any predecessor Trustee claim, demand, expense (including the cost of defending itself) against any lossbut not limited to reasonable compensation, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income disbursements and expenses of the Trustee) 's agents and counsel), loss or liability incurred by it except as set forth without negligence or willful misconduct on its part, arising out of or in connection with the administration of this Section 7.07 trust and its rights or duties hereunder including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company Issuers promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross its negligence or willful misconduct misconduct. To secure the Issuers' payment obligations in this Section 7.7., the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. (a) The Company Guarantor shall pay to the Guarantee Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writingservices. The Guarantee Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Guarantor shall reimburse the Guarantee Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Guarantee Trustee’s agents and counsel. . (b) The Company Guarantor shall indemnify each of the Trustee and any predecessor Trustee Indemnified Persons (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or AgentGuarantee. The Trustee An Indemnified Person shall notify the Company Guarantor promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company Guarantor shall defend the claim and the Trustee Indemnified Person shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company Guarantor need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officeran Indemnified Person through such Indemnified Person’s negligence, director, employee, shareholder or agent of the Trustee through the gross negligence bad faith or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenturemisconduct.

Compensation and Indemnity. (a) The Company Guarantor shall pay to the Guarantee Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writingservices. The Guarantee Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Guarantor shall reimburse the Guarantee Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Guarantee Trustee’s 's agents and counsel. . (b) The Company Guarantor shall indemnify each of the Trustee and any predecessor Trustee Indemnified Persons (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or AgentGuarantee. The Trustee An Indemnified Person shall notify the Company Guarantor promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company Guarantor shall defend the claim and the Trustee Indemnified Person shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company Guarantor need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officeran Indemnified Person through such Indemnified Person's negligence, director, employee, shareholder or agent of the Trustee through the gross negligence bad faith or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenturemisconduct.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services hereunder as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s writing (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 incurred or made by it. Such expenses shall may include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and or any predecessor Trustee (including the cost of defending itself) against and their agents for, and hold them harmless against, any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 in the performance of connection with its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or Agentany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the The Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the option of undertaking the defense of such claims at the Company's expense and may have separate counsel. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel shall be paid by the Company. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trusteewithheld or delayed. The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee or by any officerit through its own negligent action, director, employee, shareholder or agent of the Trustee through the gross negligence negligent failure to act or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionmisconduct. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(g) or (eh) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any insolvencyBankruptcy Law. The Trustee shall have a Lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.7, bankruptcy or similar lawexcept with respect to funds held in trust for the benefit of the Holders of particular Notes. The provisions of this Section 7.7 shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. 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 disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (ef) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation (including compensation for extraordinary services related to default administration) for its services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth arising out of or in connection with the acceptance or administration of this Section 7.07 Indenture, including the costs and expenses of defending itself against any claims or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee if the acts or by any officer, director, employee, shareholder or agent omissions of the Trustee, if any, relating to such loss or liability, breached any standard of care applicable to or imposed on the Trustee through for such acts or omissions. To secure the gross negligence Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or willful misconduct of any such persons as determined property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal and interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(4) or (e5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee trustee shall agree in writing from time to time agree upon in writingtime. 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 by itit in connection with the performance of its duties under this Indenture, except any such expense as may be attributable to its negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any lossloss or liability, liability damage, claim or expense, reasonable expense including taxes (other than taxes based upon, measured by upon or determined or measured by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or by any officer, director, employee, shareholder or agent bad faith. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any such persons as determined series on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d5.1(5) or (e) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable Federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any threatened and actual claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith of any such persons as determined persons. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and Interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee Trustee, its employees, officers, directors and agents and any predecessor Trustee (including the cost of defending itself) hereunder against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture or in connection with enforcing this indemnification provision, except as Trustee or Agentset forth in the next paragraph. The Trustee promptly shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyindemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or by any officerbad faith. To secure the Company's payment obligations in this Section 6.6, director, employee, shareholder or agent of the Trustee through shall have a Lien prior to the gross negligence Securities on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on particular Securities. Such Lien shall survive the satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d5.1(6) or (e7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this IndentureBankruptcy Law.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including for the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as the Company and the Trustee shall agree in writing from time to time agree upon in writingtime. 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 by itit in connection with the performance of its duties under this Indenture, except any such expense as may be attributable to its negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any lossloss or liability, liability damage, claim or expense, reasonable expense including taxes (other than taxes based upon, measured by upon or determined or measured by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or by any officer, director, employee, shareholder or agent bad faith. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee through shall have a lien prior to the gross negligence or willful misconduct Securities of any such persons as determined series on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d5.1(5) or (e) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable Federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture or the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation as shall be agreed to in writing by the Company and the Trustee for its acceptance of this Indenture and services as hereunder (it being hereby agreed that the compensation set forth in any fee letter between the Company and the Trustee shall from time be deemed to time agree upon in writingbe reasonable). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements, fees and expenses of the Trustee’s agents and counsel. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, agents and any predecessor Trustee (including the cost of defending itselfemployees) against any lossand all claims, liability damages, losses, liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the 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 or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or willful misconduct, as Trustee or Agentdetermined by a final non-appealable judgment of a court of competent jurisdiction. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Companyhereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company and the Guarantors need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. This indemnification The obligations of the Company and the Guarantors under this Section 7.7 shall apply to officerssurvive the satisfaction and discharge or termination for any reason of this Indenture, directorsincluding any termination or rejection hereof under any Bankruptcy Law, employees, shareholders and agents or the resignation or removal of the Trustee. The Company need not reimburse any expense To secure the Company’s and the Guarantors’ obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or indemnify against any loss property held or liability incurred collected by the Trustee Trustee, except that held in trust to pay principal, premium, if any, or by interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any officer, director, employee, shareholder reason of this Indenture and the resignation or agent removal of the Trustee. In addition, and without prejudice to the rights provided to the Trustee through under any of the gross negligence or willful misconduct provisions of any such persons as determined by a final order of a court of competent jurisdiction. When this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in clause (8) of the first paragraph of Section 6.01(d) or (e) 6.1 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 insolvency, bankruptcy or similar lawBankruptcy Law. The provisions “Trustee” for the purposes of this Section 7.7 shall survive the resignation or removal of the include any predecessor Trustee and the termination Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder or discharge under any Security Document; provided, however, that the negligence or willful misconduct of this Indentureany Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree 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 by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itselfits officers, directors and employees) against for, and hold it harmless against, any loss, expense or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth arising out of or in connection with the acceptance or administration of this Section 7.07 in Indenture or the trusts hereunder or the performance of its duties hereunder or under this Indenture as Trustee any related document, including the reasonable costs and expenses of defending itself against or Agentinvestigating any claim or liability with respect to the Securities. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, willful misconduct or by any officerbad faith. To secure the Company's payment obligations in this Section, director, employee, shareholder or agent of the Trustee through shall have a Lien prior to the gross negligence Securities and any coupons on all money or willful misconduct of any such persons as determined property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal or interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(5) or (e6) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive any termination or discharge of this Indenture (including without limitation any termination under any Bankruptcy Law) and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of enforcement or defending itself) and hold it harmless against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any third party claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the third party claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionand interest on the Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(5) or (e6) occurs, the expenses and the compensation for the services are intended to constitute administrative expenses for purposes of administration priority under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its services as the Company and hereunder. The compensation of the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred or made by itit in addition to compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itselfits agents, officers, directors and employees) against for, and hold it harmless against, any loss, loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth without negligence or bad faith on its part in connection with the acceptance or administration of this Section 7.07 in the performance of Indenture and its duties under this Indenture as Trustee and the Notes, including the costs and expenses of defending itself against any claim or Agentliability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement settlements made without its consent, which ; provided that such consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify indemnity against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of bad faith. The Trustee shall have a claim prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, for any such persons as determined by a final order of a court of competent jurisdictionamount owing it pursuant 71 64 to this Section 7.06, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(dclause (g) or (eh) occursof Section 6.01, the expenses and the compensation for the services are (including the reasonable fees and expenses of its agents and counsel) will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any insolvencyapplicable federal or state law for the relief of debtors. To the extent that the payment of any such compensation, bankruptcy expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under this Section 7.06 out of the estate in any such proceeding, shall be denied for any reason, other than solely because of the misconduct of the Trustee or similar lawits Agents, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. The provisions of this Section 7.06 shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writingwriting for all services rendered by it hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by itit in connection with the performance of its duties under this Indenture, except any such expense as may be attributable to its gross negligence or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. . (b) The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any lossloss or liability, liability damage, claim or expense, reasonable expense including taxes (other than taxes based upon, measured by upon or determined or measured by the income of the Trustee) incurred by it except as set forth arising out of or in this Section 7.07 connection with its acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. . (c) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. (d) To secure the payment obligations of the Company pursuant to this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined series on all money or property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Securities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(d5.1(5) or (e) occursSection 5.1(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvencyapplicable federal or state bankruptcy, bankruptcy insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services as the Company and the Trustee shall from time to time agree upon in writinghereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by itit in addition to the compensation for its services. Such expenses shall include the reasonable compensation compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) its officers, directors, employees and agents against any lossand all losses, liability liabilities or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expenses incurred by it except as set forth arising out of or in this Section 7.07 in connection with the performance acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture as Trustee against the Company (including this Section 9.07) and defending itself against any claim (whether asserted by the Company or Agentany Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, including, without limitation, in connection with any losses, liabilities or expenses that may result from the transfer, exchange or assignment of such Holder’s Notes in violation of any provision of this Indenture and/or applicable United States federal or state securities law, 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 or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the CompanyObligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may shall have one the right to employ separate counsel in any and all actions or proceedings arising out of or in connection with the acceptance or administration of its duties under this Indenture and participate in the investigation and defense thereof, and the Company shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the reasonable judgment of the Trustee (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to the Company or if all parties commonly represented do not agree as to the action (or inaction) of counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents The Obligations of the Trustee. The Company need not reimburse any expense under this Section 9.07 shall survive the resignation or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent removal of the Trustee through and the gross negligence satisfaction and discharge of this Indenture. To secure the Company’s payment Obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or willful misconduct property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such lien shall survive the satisfaction and discharge of any such persons as determined by a final order of a court of competent jurisdictionthis Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d8.01(g) or (e) 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 insolvency, bankruptcy or similar lawBankruptcy Law. The Trustee shall comply with the provisions of this Section shall survive TIA § 313(b)(2) to the resignation or removal of the Trustee and the termination or discharge of this Indentureextent applicable.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability damage, claim, cost, expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the exercise or performance of the Indenture and the trust or trusts hereunder including the cost of defending itself against any claim (whether asserted by the Company, the Holder or any person) or liability in connection with the exercise or performance of its powers or duties hereunder, or in enforcing the provisions of this Section 7.7, except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agentnext paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder under this Section 7.7 except to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or Trustee’s willful misconduct of any such persons or negligence as determined by a final order non-appealable decision of a court of competent jurisdiction. To secure the Company’s payment obligations in this Section 7.7, 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 principal of and interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section 7.7 shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services as the Company and the Trustee shall from time to time agree upon services, including for any Agency capacity in writingwhich it acts. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by itit in connection with the performance of its obligations under this Indenture or any Debt Securities. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee (and any predecessor Trustee (including the cost of defending itselfTrustee) against any loss, liability or expense, expense (including taxes (other than taxes based upon, measured by or determined by the income reasonable fees and expenses of the Trusteecounsel) incurred by it, including for any Agency capacity in which it except as set forth acts, in connection with acceptance and administration of this trust and its duties hereunder including the reasonable costs and expenses (including reasonable fees and expenses of counsel) of defending itself against or investigating any claim (whether asserted by the Company, any Holder or other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent7.07. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by ; PROVIDED, HOWEVER, that any failure of the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of any of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trusteehereunder. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, willful misconduct or by any officerbad faith. To secure the Company's payment obligations in this Section, director, employee, shareholder or agent of the Trustee through shall have a lien prior to the gross negligence Debt Securities on all money or willful misconduct of any such persons as determined property held or collected by a final order of a court of competent jurisdictionthe Trustee, except that held in trust to pay Principal and interest on particular Debt Securities. When Without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(4) or (e5) occurs, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions obligations of the Company and the lien provided for in this Section 7.07 shall survive the satisfaction and discharge of this Section shall survive Indenture, the resignation or removal of the Trustee and the termination or discharge of this IndentureIndenture for any reason.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify and hold harmless each of the Trustee and any predecessor Trustee (including for the cost of defending itselfitself or enforcing this indemnity) against any losscost, liability expense or expenseliability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it as Trustee or Agent under this Indenture except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any third party claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the any third party claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel plus local counsel, if applicable, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee and the termination or discharge Trustee. Table of this Indenture.Contents

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any losscost, liability expense, claims (whether asserted by the Company, a Holder or expenseany other Person) or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture and the enforcement of this Indenture (including this Section) as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except hereunder, unless and to the extent such failure or delay shall have that the Company is materially prejudiced the Companythereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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 will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct or negligence. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any such persons as determined Series on all money or property held or collected by a final order the Trustee, except that held in trust to pay principal of a court and interest on particular Securities of competent jurisdictionthat Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the termination of this Indenture or the resignation or removal of the Trustee and the termination or discharge of this IndentureTrustee.

Compensation and Indemnity. The Company shall pay to the ---------------------------- Trustee from time to time such compensation as shall be agreed upon in writing for its services as the Company and services. The compensation of the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses and advances incurred or made by itthe Trustee. Such expenses shall include the reasonable compensation and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee for, and hold it harmless against, any predecessor Trustee (including the cost of defending itself) against any loss, loss or liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) expense incurred by it except as set forth without negligence or bad faith on its part in connection with the acceptance or administration of this Section 7.07 in the performance of Indenture and its duties under this Indenture as Trustee and the Notes, including the costs and expenses of defending itself against any claim or Agentliability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement settlements made without its consent, which ; provided that such consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdictionbad faith. When If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(dclause (g) or (eh) occursof Section 6.01, the expenses and the compensation for the services are will be intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal Title 11 of the Trustee and United States Bankruptcy Code or any applicable federal or state law for the termination or discharge relief of this Indenturedebtors.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct bad faith. To secure the Company’s payment obligations in this Section 7.7, 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 principal of and interest on particular Securities of such persons as determined by a final order of a court of competent jurisdictionSeries. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.1(e) or (e6.1(f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section 7.7 shall survive the resignation or removal of the Trustee and the termination or discharge satisfaction of this Indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Company and the Trustee shall from time to time agree upon in writingfor 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 shall reimburse the Trustee upon request for all tax obligations imposed on the Trustee related to this Indenture and all reasonable out-of-pocket expenses incurred or made by it. Such expenses shall include the reasonable compensation fees and expenses of the Trustee’s 's agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against and their respective agents, employees, stockholders and directors for, and hold them harmless against, any and all loss, liability liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it them except as set forth for such actions to the extent caused by any negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this Section 7.07 trust including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of its any of their rights, powers or duties under this Indenture as Trustee or Agenthereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel, provided that counsel selected by the Company shall be the sole counsel of record in any judicial or arbitral proceeding. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or by any officerwillful misconduct. To secure the Company's payment obligations in this Section 7.07, director, employee, shareholder or agent of the Trustee through shall have a lien prior to the gross negligence Notes on all assets or willful misconduct money held or collected by the Trustee, in its capacity as Trustee, except assets or money held in trust to pay principal of any such persons as determined by a final order of a court of competent jurisdictionor interest on particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d6.01(6) or (e7) occurs, the such expenses and the compensation for the such services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar lawBankruptcy Law. The provisions of this Section shall survive the resignation termination of this Indenture and the registration or removal of the Trustee and the termination or discharge of this IndentureTrustee.