Common use of Compensation, Reimbursement and Indemnity Clause in Contracts

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the 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 hereunder. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company Guarantor agrees: (a) to pay to the Guarantee Trustee from time to time reasonable such compensation as the Guarantor and the Guarantee Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision the provisions of this Indenture Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (c) to indemnify each of the Guarantee Trustee and any predecessor Guarantee Trustee for, and to hold it harmless from and against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based upon the income of the Guarantee Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance of the trusts created by, or the administration of of, this trustGuarantee Agreement, including the 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 hereunder. As security for the performance The provisions of the obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge termination of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy LawGuarantee Agreement.

Compensation, Reimbursement and Indemnity. The Company agrees:Corporation and the Guarantor jointly and severally agree (a1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence negligence, willful misconduct or bad faith; and (c3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability liability, damage, claim or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the 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 hereunder. As security for the performance of the obligations of the Company under this Section, the The Trustee shall have a claim and first priority lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. The Company's payment of indemnity obligations pursuant Without limiting any rights available to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When Trustee under applicable law, when the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g501(7) or (hSection 501(8), 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 Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the 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 hereunder. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's ’s payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to Issuer shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Issuer and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Issuer shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances out-of-pocket expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Issuer shall indemnify the Trustee forand any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney's fees and to hold expenses), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Issuer shall not relieve the Issuer of their obligations hereunder. The Issuer shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuer under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Issuer's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(5) or (h)6) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable compensation for all services rendered its acceptance of this Indenture and the rendering by it hereunder (which of the services required hereunder. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee foragainst any and all losses, and to hold liabilities or expenses incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee for(which for purposes of this Section 7.7 shall include its officers, directors, employees and to hold agents) and any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee forand any successor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company’s payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agreesIssuer and the Guarantors, jointly and severally, agree: (a1) to pay to the Trustee from time to time reasonable such compensation as shall be agreed in writing between the Issuer and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may shall be attributable determined by a final, non-appealable court of competent jurisdiction to have been caused by its own negligence or bad faithwillful misconduct; and (c3) to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability liability, claim, damage or expense expense, including taxes (other than the taxes based on the income of the Trustee) incurred without gross negligence or bad faith willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 6.07). The obligations of the Issuer and the Guarantors under this Section 6.07 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of the such obligations of the Company under this SectionIssuer, the Trustee shall have a claim and lien prior to the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust solely for the benefit of the Holders of particular Securities. The Company's entitled thereto for the payment of indemnity obligations pursuant principal of (and premium, if any) or interest on particular Notes. Without prejudice to this Section 607 shall survive any other rights available to the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When Trustee under applicable law, when the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g) or (h5.01(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 6.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, registrar, custodian and other person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee). The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable compensation for all services rendered its acceptance of this Indenture and the rendering by it hereunder (which of the services required hereunder. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee forand its officers, directors, employees and to hold agents against any and all losses, liabilities or expenses incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company’s payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to Issuers shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Issuers and the Trustee. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Issuers shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation deems necessary, advisable or appropriate. The Issuers and the expenses Guarantors shall jointly and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to severally indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld, conditioned or delayed. The obligations of the Company Issuers under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. The obligations of the Issuers under this Section 7.7 shall not be subordinated to the payment of Senior Debt pursuant to Article X of the Intercreditor Agreement. To secure the Issuers’ payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(6) or (h)7) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company Company, as issuer of the Securities, agrees: (a1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income, revenues or gross receipts of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the trusts hereunder, including the 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 hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this SectionCompany, the Trustee shall have a claim and lien prior to the Securities upon all property and funds lands held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premiums, if any, on) or interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g501(4) or (hSection 501(5), 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 Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to Issuers shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in a separate writing by the Issuers and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Issuers shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation deems necessary, advisable or appropriate. The Issuers, jointly and the expenses and disbursements of its agents and counsel)severally, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to shall indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income or gross receipts of the Trustee or its corporate franchise), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim and lien prior except to the Securities upon all property and funds held extent any such loss, liability or collected expense is incurred by the Trustee as such, except funds held in trust for the benefit a result of Holders of particular Securitiesits own negligence or willful misconduct. The Company's payment Trustee shall notify the Issuers promptly of indemnity any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations pursuant to hereunder. The Issuers shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers under this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Issuers' payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(6) or (h)7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to Issuer shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Issuer and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Issuer shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Issuer shall indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Subsidiary Guarantee against the Issuer (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuer under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Issuer's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or additional interest, if any, or interest on, par- ticular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(6) or (h)7) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from tine to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income, revenues or gross receipts of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the trusts hereunder, including the 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 hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this SectionCompany, the Trustee shall have a claim and lien prior to the Securities upon all property and funds lands held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premiums, if any, on) or interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the 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 hereunder, except to the extent resulting from its negligence or willful misconduct. As security for the performance of the obligations of the Company under this Section, Section the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premium, if any) or interest on particular Securities. The Company's payment of indemnity obligations pursuant Without limiting any rights available to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When Trustee under applicable law, when the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g5.1(4) or (hSection 5.1(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration under any applicable Bankruptcy Law. The provisions of this Section 6.7 shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities.

Compensation, Reimbursement and Indemnity. The Company agrees: (a1) to pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses (including the reasonable compensation and the expenses and disbursements of its agents and counsel) of enforcing this Indenture against the Company (including this Section 6.7) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) 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 hereunder. As security for the performance of the The obligations of the Company to the Trustee under this SectionIndenture shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations, the Trustee shall have a claim and lien prior to the Securities upon on all money or property and funds held or collected by the Trustee as suchTrustee, except funds that held in trust for the benefit of Holders of to pay principal and interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g5.1(7) or (hSection 5.1(8), the expenses (including the reasonable charges of its agents and counsel) and the compensation for the services are intended to constitute expenses of the administration under any Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation as shall be agreed upon by the Company and the Trustee for all services rendered its acceptance of this Indenture and the rendering by it hereunder (which of the services required hereunder. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesout-of-pocket disbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)reasonably deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee for, and to hold it harmless againstTrustee, any losspredecessor Trustee and their officers, liability employees and agents against any and all out-of-pocket losses, liabilities or expense expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 of this Indenture), including the out-of-pocket costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee shall have the right to employ separate counsel in any such action proceeding 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. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(7) or (h)8) of this Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to The Issuer shall pay to the Trustee Trustee, the Paying Agent, the Collateral Agent and the Registrar (each, an “Indemnified Party”) from time to time reasonable compensation for all their respective services rendered by it hereunder (which to the Issuer. The Trustee’s compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);. (b) except Except as otherwise expressly provided herein, to the Issuer shall reimburse the Trustee each Indemnified Party upon its request for all reasonable expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the Trustee in accordance with any provision of this Indenture (including compensation for its services. Such reimbursements shall include the reasonable compensation and the expenses expenses, disbursements and disbursements advances of its agents each Indemnified Party’s agents, counsel, accountants and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; andexperts. (c) to The Issuer and each Guarantor, jointly and severally, shall indemnify the Trustee for, and to hold it harmless againstharmless, each Indemnified Party against any and all loss, liability liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred without negligence or bad faith on its part, arising out of by or in connection with the acceptance or administration of this trusttrust and the performance of its rights, powers or duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or liability any other Person). The obligation to pay such amounts shall survive the payment in connection with full or defeasance of the exercise Securities or performance the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which an Indemnified Party may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its powers or duties indemnity obligations hereunder. As security for The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such Indemnified Party’s own willful misconduct, negligence or bad faith. To secure the performance of Issuer’s and the Guarantors’ payment obligations of the Company under in this Section, the Trustee shall have a claim and lien Lien prior to the Securities upon on all Collateral or any money or property and funds held or collected by the Trustee as such, except funds other than money or property held in trust for the benefit to pay principal of Holders of or interest on particular Securities. The Company's Issuer’s and the Guarantors’ payment of indemnity obligations pursuant to this Section 607 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture and the expiry of under any trusts created hereby and Bankruptcy Law or the resignation or removal of the Trustee. When Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 501(f), (g6.01(e) or (h)f) with respect to the Issuer, such expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration in connection with the Securities under any Bankruptcy Lawapplicable bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee foragainst any and all losses, liabilities or expenses (including reasonable attorneys’ fees and to hold expenses) incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company’s payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company Issuer agrees: (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder hereunder, consisting of (which i) Two Thousand Dollars ($2,000) for an initial set-up fee, (ii)Two Thousand Five Hundred Dollars ($2,500) per annum for all services of the Trustee as set forth in this Indenture other than services rendered after an Event of Default, payable in 4 quarterly installments of Six Hundred Twenty Five Dollars ($625.00), commencing on December 1, 1998, and (iii) reasonable compensation shall not be limited by any provision of law in regard according to the compensation Trustee's standard rates for all services set forth in this Indenture rendered after an Event of a trustee of an express trust)Default; (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including or the reasonable compensation and the expenses and disbursements of its agents and counsel)Security Documents, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith; and (c) to indemnify the Trustee (in its individual capacity and as Trustee) and each of its officers, directors, attorneys-in-fact and agents for, and to hold it each such Person harmless against, any claim, loss, liability or expense incurred without willful misconduct, negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the performance of its duties hereunder or under any Security Document, including any liability which the Trustee may incur as a result of the failure to withhold, pay or report taxes arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee's income) and the costs and expenses of defending itself against any claim or liability and of complying with any process served on the Trustee or such other Person in connection with the exercise or performance of any of its powers or duties hereunderhereunder or under any of the Security Documents. As security When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(c) or (d) occurs, the expenses and the compensation for the performance services are intended to constitute expenses of administration under any Bankruptcy Law. The obligation of the obligations of the Company Issuer under this Section, the Trustee Section 6.9 shall have constitute additional indebtedness under this Indenture and shall (a) be secured by a claim and lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee Trustee, as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall Notes and (b) survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and any rejection or termination of this Indenture under any applicable Bankruptcy Law. When Notwithstanding the foregoing provisions of this paragraph, the Trustee incurs expenses after shall not have any right to set off amounts owing to the occurrence Trustee or to initiate any foreclosure or other remedy with respect to such lien or indebtedness unless and until the Holders shall have commenced proceedings to foreclose the Security Interests. The Trustee shall have no liability for any loss of a Default specified principal that occurs for an investment made by the Trustee in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration Cash Equivalents under any Bankruptcy Lawprovision of this Indenture, unless such loss of principal results from the Trustee's negligent action, negligent failure to act or willful misconduct.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation as the Company may negotiate with the Trustee in accordance with industry standards for all services rendered its acceptance of this Indenture and the rendering by it hereunder (which of the services required hereunder. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee foragainst any and all losses, and to hold liabilities or expenses incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture (including this Section 7.7) or any Security Document against the Company or the applicable Subsidiary (including, without limitation, expenses of any foreclosure sale pursuant to the Mortgages and any advances, fees and expenses, including, without limitation, reasonable fees and expenses of the Trustee's legal counsel, and of any judicial proceedings wherein such foreclosure sale may be made, and all expenses, liabilities and advances reasonably made or incurred by the Trustee under the Mortgages, together with interest on all such advances made by the Trustee at the rate set forth in the Mortgages, and including the payments of any Impositions (as defined in the Mortgages), except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold) and defending itself against or investigating any claim (whether asserted by the Company, any Subsidiary, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Liquidated Damages, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(h) or (h)i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee for(which for purposes of this Section 7.7 shall include its officers, directors, employees and to hold agents) and any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement.

Compensation, Reimbursement and Indemnity. The Company covenants and agrees: (a1) to pay to the Trustee from time to time time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee; (b2) except as otherwise expressly provided herein, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), of all persons not regularly in its employ) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and; (c3) to the Company will indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or of liability in connection with the exercise or performance of any of its powers or duties hereunderpremises. As security for the performance of the The obligations of the Company under this Section, Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a claim and lien prior to that of the Securities Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders the holders of particular SecuritiesDebentures. The Company's payment provisions of indemnity obligations pursuant to this Section 607 shall survive the discharge termination of this Indenture and or the expiry of any trusts created hereby and the earlier resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the receipts or income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the trusts hereunder, including the 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 hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this SectionCompany, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premium, if any, on) or interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (gSections 501(7) or (hand 501(8), 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 Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation deems necessary, advisable or appropriate. The Company and the expenses Guarantors, jointly and disbursements of its agents and counsel)severally, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to shall indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof) and the Security Documents, including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, 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 is caused by its own negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee (which Lien shall be a Permitted Collateral Lien), except that held in trust to pay principal, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), clause (g6) or (h)7) of Section 6.1 hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee forand any predecessor Trustee (which for purposes of this SECTION 7.7 shall include its officers, directors, employees, agents and shareholders), and to hold it harmless against, any lossand all losses, liability liabilities, claims, damages or expense expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable attorneys' fees and expenses, incurred without negligence or bad faith on its part, by it arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under SECTION 9.6), including the costs and expenses of enforcing this Indenture against the Company (including this SECTION 7.7) and defending itself against or investigating 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 or duties hereunder, except to the extent any such loss, damage, claim, liability or expense shall have been determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. At the Trustee's sole discretion, the Company shall defend any claim or threatened claim asserted against the Trustee, with counsel satisfactory to the Trustee, and the Trustee shall cooperate in the defense at the Company's expense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 SECTION 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this SECTION 7.7, 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 principal, Redemption Price or Purchase Price of or Contingent Interest, if any, or interest on, particular Securities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), SECTION 6.1(f) or (g) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a1) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the trusts hereunder, including the 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 hereunder. The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this SectionCompany, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premium, if any, on) or interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g5.01(7) or (hSection 5.01(8), 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 Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnity. The Company as issuer of the Debt Securities agrees: (a) to pay to the Trustee from time to time reasonable such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense expenses, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trusttrust or the trusts hereunder, including the 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 hereunder. The obligations of the Company under this Section 8.7 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of the such obligations of the Company under this SectionCompany, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (and premium, if any, on) or interest on particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g7.1(5) or (hSection 7.1(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 Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed in writing. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee foragainst any and all losses, and to hold liabilities, damages, claims or expenses, including taxes (other than those based upon, measured by or determined by the income of the Trustee) incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6), including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against or investigating 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 or duties hereunder, except to the extent any such loss, liability or expense is determined to have been caused by its own negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company’s payment obligations in this Section 7.7, 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 (including the amounts held in escrow pursuant to the Escrow Agreements), to pay principal, Redemption Price, Special Mandatory Redemption Price or Purchase Price of or Additional Interest if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(f) or (h)occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) covenants and agrees to pay to the Trustee from time to time reasonable time, and the Trustee shall be entitled to, such compensation for all services rendered as shall be agreed to by it hereunder the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) and, except as otherwise expressly provided hereinprovided, to the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents counsel and counsel), its agents) except any such expense, disbursement or advance as may be attributable to arise from its negligence or bad faith; and (c) . If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled but not required to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon and the Trustee shall be entitled to reimbursement thereof. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any and all damage, claims, loss, liability or expense expense, including taxes, incurred without gross negligence or bad faith on its partthe part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the The obligations of the Company under this Section, the Trustee Section 7.6 shall have constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a claim and lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders the holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the TrusteeNotes. When the Trustee incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 501(f), (g6.1(f) or (hSection 6.1(g), 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 Bankruptcy Lawapplicable Federal or State bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to The Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time reasonable the Indenture Trustee Fee, including compensation for all extraordinary services rendered by it hereunder (which such as default administration in accordance with Section 4.6 of the Sale and Servicing Agreement. The Indenture Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein. The Issuer shall, to or shall cause the Servicer to, reimburse the Indenture Trustee upon its request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, to the extent such expenses do not result from the bad faith or negligence of the Indenture Trustee. Such expenses shall include securities transaction charges and the reasonable compensation and expenses, disbursements and advances incurred or made of the Indenture Trustee's agents, counsel, accountants and experts but, with respect to securities transaction charges, only to the extent such charges have not been waived due to the Indenture Trustee's receipt of payment from any financial institution with respect to certain eligible investments specified by the Trustee Servicer pursuant to Section 4.1(c) of the Sale and Servicing Agreement. (b) The Issuer shall or shall cause the Servicer in accordance with any provision Section 8.1 of this Indenture (including the reasonable compensation Sale and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) Servicing Agreement to indemnify the Indenture Trustee forand its officers, directors, employees and agents against any and all loss, liability or expense (including attorneys' fees) incurred by them in connection with the administration of this trust and the performance of its duties hereunder. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to hold it harmless againstso notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred without by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence (other than errors in judgment) or bad faith on its partfaith. Anything in this Agreement to the contrary notwithstanding, arising out of in no event shall the Indenture Trustee be liable for special, indirect or in connection with the acceptance consequential loss or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance damage of any of its powers or duties hereunder. As security for kind whatsoever (including but not limited to lost profits), even if the performance Indenture Trustee has been advised of the obligations likelihood of such loss or damage and regardless of the Company under this Section, form of action. This indemnity shall survive the Trustee shall have a claim and lien prior termination of the Agreement. The Issuer's payment obligations to the Securities upon all property and funds held or collected by the Indenture Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 6.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the TrusteeIndenture. When the Indenture Trustee incurs expenses after the occurrence of a an Event of Default specified in Section 501(f), (g5.1(iv) or (hv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable Federal or State bankruptcy, insolvency or similar law. Notwithstanding anything else set forth in this Indenture or the Related Documents, the Indenture Trustee agrees that the obligations of the Issuer to the Indenture Trustee hereunder and under the Related Documents shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of the Issuer, the Company or Triad, except that Triad, as Servicer, has undertaken the payment and indemnity obligations as described in this Section 6.7. In addition, the Indenture Trustee agrees that its recourse to the amounts held pursuant to the Reserve Account Agreement shall be limited to the right to receive the distributions referenced to in Section 4.6(b) of the Sale and Servicing Agreement and that its recourse to TFSPC II shall be solely as explicitly set forth in the Related Documents.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) Subject to Section 4.6(f) hereof, the Company shall pay to the Trustee Holder (unless the Holder is Xxxxxx Xxxxxxx or an Affiliate thereof) from time to time reasonable such compensation for all services rendered the rendering by it of the services required hereunder (which and under the Amended Bye-Laws as shall be agreed upon in writing by the Company and the Holder. The Holder shall be reimbursed promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to such compensation for its services. Such expenses shall not be limited by any provision include the reasonable compensation, disbursements and expenses of law in regard to the compensation of a trustee of an express trust);Holder's attorneys, accountants, experts and such other professionals as the Holder deems necessary, advisable or appropriate. (b) Subject to Section 4.6(f) hereof, the Company and, only to the extent that the Company is insolvent at such time or otherwise does not have sufficient funds to satisfy or otherwise is not legally permitted to or does not satisfy any indemnification obligations hereunder, each other Person (other than the Holder and except as otherwise expressly provided hereinset forth below) who is a party hereto (the "Parties") from time to time (the "indemnifying parties") shall jointly and severally indemnify and hold harmless the Holder and any predecessor Holder (and their Affiliates) and their respective officers, to reimburse directors, trustees, employees and representatives and each of their respective heirs and assigns (collectively, the Trustee upon its request for "indemnified parties") from and against any and all reasonable expensesclaims, disbursements liabilities, losses, costs, expenses and advances incurred or made by the Trustee in accordance with any provision of this Indenture (damages, including the reasonable compensation and the fees, expenses and disbursements other charges of its agents and counsel)counsel (collectively, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c"Losses") to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its partrelating to, arising out of or in connection with resulting from, the acceptance or administration of the Holder's powers or duties under this trustAgreement and under the Amended-Bye-Laws, including the costs and expenses of defending itself any indemnified party against or investigating any claim (whether asserted by the Company, any Shareholder or any other Person) or liability in connection with the exercise or performance of (or the failure to exercise or perform) any of its the Holder's powers or duties hereunderhereunder or under the Amended Bye-Laws, except to the extent any such Losses may be attributable to its gross negligence or wilful misconduct. As security for Notwithstanding the performance foregoing, in the event that (i) both the Holder and an Affiliate of the obligations Holder (other than the Company) (a "Holder Affiliate") are Parties, (ii) the Parties or any group of them bring a claim against any indemnified party for which such indemnified party is entitled to seek indemnification hereunder and (iii) neither the Holder nor any Holder Affiliate is one of the Company under this SectionParties that is bringing such claim, then (x) neither the Holder nor any Holder Affiliate shall be required to participate in or bear any share of such indemnification claim, and (y) the Parties other than the Company, the Trustee Holder and each Holder Affiliate shall have a claim and lien prior be the indemnifying parties with respect to the Securities upon all property and funds held or collected by the Trustee as such, except funds held such claim. In case any proceeding (including any governmental investigation) shall be instituted involving any indemnified party in trust for the benefit respect of Holders of particular Securities. The Company's payment of which indemnity obligations may be sought pursuant to this Section 607 4.6, such indemnified party shall survive promptly notify the discharge indemnifying party in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Indenture and paragraph, the expiry indemnifying party agrees that it shall be liable for any settlement of any trusts created hereby proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (c) The remedies provided for in this Section 4.6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity, hereunder, under the Investment Agreement or otherwise. (d) The provisions contained in this Section 4.6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party and (iii) the resignation or removal of the Trustee. When Holder. (e) All indemnified parties are third party beneficiaries of this Agreement. (f) If any reimbursement, indemnification or other payment by the Trustee incurs expenses after Company under this Section 4.6 shall be unlawful under the occurrence laws of a Default specified in Section 501(f), (g) or (h)Bermuda, the expenses are intended Company shall first use all reasonable efforts to constitute expenses of administration under take any Bankruptcy Lawactions necessary to make such payments lawful and shall not be obligated to make such payments until those actions have been taken.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) Subject to Section 4.6(f) hereof, the Company shall pay to the Trustee Holder (unless the Holder is Morgan Stanley or an Affiliate thereof) from time to time such compensxxxxx fxx xxx rendering by it of the services required hereunder and under the Amended Bye-Laws as shall be agreed upon in writing by the Company and the Holder. The Holder shall be reimbursed promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to such compensation for all services rendered by it hereunder (which compensation its services. Such expenses shall not be limited by any provision include the reasonable compensation, disbursements and expenses of law in regard to the compensation of a trustee of an express trust);Holder's attorneys, accountants, experts and such other professionals as the Holder deems necessary, advisable or appropriate. (b) Subject to Section 4.6(f) hereof, the Company and, only to the extent that the Company is insolvent at such time or otherwise does not have sufficient funds to satisfy or otherwise is not legally permitted to or does not satisfy any indemnification obligations hereunder, each other Person (other than the Holder and except as otherwise expressly provided hereinset forth below) who is a party hereto (the "Parties") from time to time (the "indemnifying parties") shall jointly and severally indemnify and hold harmless the Holder and any predecessor Holder (and their Affiliates) and their respective officers, to reimburse directors, trustees, employees and representatives and each of their respective heirs and assigns (collectively, the Trustee upon its request for "indemnified parties") from and against any and all reasonable expensesclaims, disbursements liabilities, losses, costs, expenses and advances incurred or made by the Trustee in accordance with any provision of this Indenture (damages, including the reasonable compensation and the fees, expenses and disbursements other charges of its agents and counsel)counsel (collectively, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c"Losses") to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its partrelating to, arising out of or in connection with resulting from, the acceptance or administration of the Holder's powers or duties under this trustAgreement and under the Amended-Bye-Laws, including the costs and expenses of defending itself any indemnified party against or investigating any claim (whether asserted by the Company, any Shareholder or any other Person) or liability in connection with the exercise or performance of (or the failure to exercise or perform) any of its the Holder's powers or duties hereunderhereunder or under the Amended Bye-Laws, except to the extent any such Losses may be attributable to its gross negligence or wilful misconduct. As security for Notwithstanding the performance foregoing, in the event that (i) both the Holder and an Affiliate of the obligations Holder (other than the Company) (a "Holder Affiliate") are Parties, (ii) the Parties or any group of them bring a claim against any indemnified party for which such indemnified party is entitled to seek indemnification hereunder and (iii) neither the Holder nor any Holder Affiliate is one of the Company under this SectionParties that is bringing such claim, then (x) neither the Holder nor any Holder Affiliate shall be required to participate in or bear any share of such indemnification claim, and (y) the Parties other than the Company, the Trustee Holder and each Holder Affiliate shall have a claim and lien prior be the indemnifying parties with respect to the Securities upon all property and funds held or collected by the Trustee as such, except funds held such claim. In case any proceeding (including any governmental investigation) shall be instituted involving any indemnified party in trust for the benefit respect of Holders of particular Securities. The Company's payment of which indemnity obligations may be sought pursuant to this Section 607 4.6, such indemnified party shall survive promptly notify the discharge indemnifying party in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this Indenture and paragraph, the expiry indemnifying party agrees that it shall be liable for any settlement of any trusts created hereby proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (c) The remedies provided for in this Section 4.6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity, hereunder, under the Investment Agreement or otherwise. (d) The provisions contained in this Section 4.6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party and (iii) the resignation or removal of the Trustee. When Holder. (e) All indemnified parties are third party beneficiaries of this Agreement. (f) If any reimbursement, indemnification or other payment by the Trustee incurs expenses after Company under this Section 4.6 shall be unlawful under the occurrence laws of a Default specified in Section 501(f), (g) or (h)Bermuda, the expenses are intended Company shall first use all reasonable efforts to constitute expenses of administration under take any Bankruptcy Lawactions necessary to make such payments lawful and shall not be obligated to make such payments until those actions have been taken.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to shall pay to the Trustee from time to time reasonable compensation for all services rendered its acceptance of this Indenture and the rendering by it hereunder (which of the services required hereunder. The Trustee's compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Company shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Company shall indemnify the Trustee foragainst any and all losses, and to hold liabilities or expenses incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Company's payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), 6.1(f) or (g) or (h)hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to Issuers shall pay to the Trustee from time to time reasonable such compensation for all services rendered its acceptance of this Indenture and the rendering by it of the services required hereunder (which as shall be agreed upon in writing by the Issuers and the Trustee. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to . The Issuers shall reimburse the Trustee promptly upon its request for all reasonable expensesdisbursements, disbursements advances and advances expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts and such other professionals as the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel)deems necessary, except any such expense, disbursement advisable or advance as may be attributable to its negligence or bad faith; and (c) to appropriate. The Issuers shall indemnify the Trustee forand any predecessor Trustee against any and all losses, and to hold liabilities, claims, damages or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties under this trustIndenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. As security The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the performance Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuers under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of Holders of particular Securities. The Company's payment of indemnity obligations pursuant to this Section 607 7.7 shall survive the discharge of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the Issuers’ payment obligations in this Section 7.7, 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, Redemption Price or Purchase Price of or additional interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Trustee incurs expenses or renders services after the occurrence an Event of a Default specified in Section 501(f), (g6.1(6) or (h)7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company agrees: (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part, arising out of or in connection with the acceptance or administration of this trustthe trust or trusts hereunder, including the 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 hereunder. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(c) or Section 5.1(f), 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 applicable Federal or state bankruptcy, insolvency or other similar law. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit payment of Holders principal of (or premium, if any) or interest on particular SecuritiesSecurities or any coupons. The Company's payment provisions of indemnity obligations pursuant to this Section 607 shall survive the discharge termination of this Indenture and the expiry of any trusts created hereby and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 501(f), (g) or (h), the expenses are intended to constitute expenses of administration under any Bankruptcy LawIndenture.