Common use of Compensation, Reimbursement and Indemnity Clause in Contracts

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 is caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the 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 7.7 shall survive 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 an Event of Default specified in Section 6.1(f) or (g) 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. (a) The Company shall covenants and agrees to pay to the Trustee from time to time time, and the Trustee shall be entitled to, such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation Trustee shall from time to time agree in writing (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. The ) 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, and the Company shall will pay or reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by or on behalf the Trustee in accordance with any of it in addition to the compensation for its services. Such expenses shall include provisions of this Indenture (including the reasonable compensationcompensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals disbursement or advance as the Trustee deems necessary, advisable may arise from its negligence or appropriatebad faith. The Company shall also covenants to indemnify each of the Trustee and its officers, agents, directors and employees for, and to hold them harmless against, any predecessor Trustee against any and all lossesloss, liabilities, claims, damages liability or expenses, expense including taxes (other than taxes based upon, measured by or determined by the income income, profit, franchise or doing business of the Trustee), ) incurred by it without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof)trust, including the reasonable 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 of 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 misconductpremises. The Trustee provisions of this Section 7.06 shall notify survive the Company promptly termination of any claim for which it may seek indemnity. Failure by this Indenture and the Trustee to so notify the Company shall not relieve the Company resignation or removal 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. . (b) The obligations of the Company under this Section 7.7 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall survive the resignation or removal constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Trustee, the satisfaction Debentures upon all property 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 funds held or collected by the TrusteeTrustee as such, except that funds 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 for the resignation or removal benefit of the Trustee, the satisfaction and discharge holders of this Indenture and the termination of this Indenture. particular Debentures. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f6.01(a)(4) or (g5) 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. (a) The Company Issuer shall, or shall cause the Servicer to, pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services, including extraordinary services required hereunder such as shall be agreed upon in writing by the Company and the Trusteedefault administration. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall, or shall cause the Servicer to, reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by or on behalf it, including costs of it collection, in addition to the compensation for its services. Such expenses shall include securities transaction charges and the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee's attorneysagents, accountantscounsel, accountants and experts but, with respect to securities transaction charges, only to the extent such charges have not been waived due to the Trustee's receipt of payment from any financial institution with respect to certain eligible investments specified by the Servicer pursuant to Section 4.1(b) of the Sale and such other professionals as Servicing Agreement. (b) The Issuer shall or shall cause the Trustee deems necessary, advisable or appropriate. The Company shall Servicer to indemnify the Trustee and any predecessor Trustee its officers, directors, employees and agents 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 is caused (including attorneys' fees) incurred by them in connection with the administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Trustee shall notify the Company Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuer and the Servicer shall not relieve the Company Issuer or the Servicer of its obligations hereunder. The Company Issuer shall, or shall cause the Servicer to, defend any the 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 Issuer shall, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel. The Company Neither the Issuer nor the Servicer need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheldliability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence (other than errors in judgment) or bad faith. The Issuer's payment obligations of to the Company under Trustee pursuant to this Section 7.7 6.7 shall survive 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 of an Event of Default specified in Section 6.1(f5.1(iv) or (g) hereof occursv), 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 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 Trustee agrees that the obligations of the Issuer to the 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 Seller or Paragon, except that Paragon, as Servicer, has undertaken the payment and indemnity obligations as described in this Section 6.7.

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by and under the Company Collateral Agreements and the TrusteeIntercreditor Agreement. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.06), including the costs and expenses of enforcing this Indenture Indenture, any Collateral Agreement, the Intercreditor Agreement or any Guarantee against the Company or a Guarantor (including this Section 7.77.07) 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 7.07 shall survive 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 ’s payment obligations in this Section 7.77.07, the Trustee shall have a Lien prior to the Notes and Guarantees 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 an Event of Default specified in Section 6.1(f6.01(g) or (gh) 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. (a) The Company Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time such the Indenture Trustee Fee, including compensation for its acceptance of this Indenture and the rendering by it extraordinary services such as default administration in accordance with Section 4.6 of the services required hereunder as shall be agreed upon in writing by the Company Sale and the TrusteeServicing Agreement. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall, or shall cause the Servicer to, reimburse the Indenture Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by or on behalf it, including costs of it 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 compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee's attorneysagents, accountantscounsel, 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 Servicer pursuant to Section 4.1(c) of the Sale and such other professionals as Servicing Agreement. (b) The Issuer shall or shall cause the Trustee deems necessary, advisable or appropriate. The Company shall Servicer in accordance with Section 7.1 of the Sale and Servicing Agreement to indemnify the Indenture Trustee and any predecessor Trustee its officers, directors, employees and agents 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 is caused (including attorneys' fees) incurred by them in connection with the administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Indenture Trustee shall notify the Company Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Company Issuer and the Servicer shall not relieve the Company Issuer or the Servicer of its obligations hereunder. The Company Issuer shall, or shall cause the Servicer to, defend any the claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel and the Company Issuer shall, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel. The Company Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence (other than errors in judgment) or bad faith. Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not pay for any settlement made without its consentlimited to lost profits), which consent shall not be unreasonably withheld. The obligations even if the Indenture Trustee has been advised of the Company under this Section 7.7 likelihood of such loss or damage and regardless of the form of action. This indemnity shall survive the resignation or removal termination of the Trustee, the satisfaction and discharge of this Indenture and the termination of this IndentureAgreement. To secure the CompanyThe Issuer's payment obligations in to the Indenture Trustee pursuant to 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 6.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. When the Indenture Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.1(f5.1(iv) or (g) hereof occursv), 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 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 Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company Issuers and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company Issuers shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney’s fees and expenses), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the CompanyIssuers, 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuers shall not relieve the Company Issuers of its their obligations hereunder. The Company 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 Company Issuers shall pay the reasonable fees and expenses of such counsel. The Company Issuers need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuers under this Section 7.7 shall survive 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 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 an Event of Default specified in Section 6.1(f6.1(6) or (g7) 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 Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company Issuers and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuers shall reimburse reimburse, on a joint and several basis, the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall Issuers shall, jointly and severally, indemnify the Trustee and any predecessor Trustee and their agents 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the CompanyIssuers, 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. The Trustee shall notify the Company Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuers shall not relieve the Company Issuers of its their obligations hereunder. The Company 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 Company Issuers shall pay the reasonable fees and expenses of such counsel. The Company Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuers under this Section 7.7 shall survive 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 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 an Event of Default specified in Section 6.1(f) or (g) 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. (a) The Company Issuer shall pursuant to Section 4.5(a) of the Sale and Servicing Agreement, or shall cause the Servicer to, pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services, including extraordinary services required hereunder such as shall be agreed upon in writing by the Company and the Trusteedefault administration. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall pursuant to Section 4.5(a) of the Sale and Servicing Agreement, or shall cause the Servicer to, reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by or on behalf it, including costs of it collection, in addition to the compensation for its services. Such expenses shall include securities transaction charges and the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee's attorneysagents, accountantscounsel, accountants and experts but, with respect to securities transaction charges, only to the extent such charges have not been waived due to the Trustee's receipt of payment from any financial institution with respect to certain eligible investments specified by the Servicer pursuant to Section 4.1(b) of the Sale and such other professionals as Servicing Agreement. (b) The Issuer shall pursuant to Section 4.5(a) of the Trustee deems necessary, advisable Sale and Servicing Agreement or appropriate. The Company shall cause the Servicer to indemnify the Trustee and any predecessor Trustee its officers, directors, employees and agents 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 is caused (including attorneys' fees) incurred by them in connection with the administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Trustee shall notify the Company Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuer and the Servicer shall not relieve the Company Issuer or the Servicer of its obligations hereunder. The Company Issuer shall, or shall cause the Servicer to, defend any the 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 Issuer shall pursuant to Section 4.5(a) of the Sale and Servicing Agreement, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel. The Company Neither the Issuer nor the Servicer need not pay for reimburse any settlement made without its consentexpense or indemnify against any loss, which consent shall not be unreasonably withheldliability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence (other than errors in judgment) or bad faith. The Issuer's payment obligations of to the Company under Trustee pursuant to this Section 7.7 6.7 shall survive 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 of an Event of Default specified in Section 6.1(f5.1(iv) or (g) hereof occursv), 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 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 Trustee agrees that the obligations of the Issuer to the 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 Seller or Paragon, except that Paragon, as Servicer, has undertaken the payment and indemnity obligations as described in this Section 6.7.

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessarynecessary or advisable, advisable except any compensation, disbursements and expenses as may be attributable to its gross negligence, willful misconduct or appropriatebad faith. The Company shall indemnify the Trustee 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 arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 is caused by its own negligence or gross negligence, willful misconduct, or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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, which counsel shall be reasonably acceptable to the Company. 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 7.7 shall survive 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 an Event of Default specified in Section 6.1(f6.1(6) or (g7) 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 shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against (which for purposes of this Section 7.7 shall include its officers, directors, employees, agents and shareholders), and hold it harmless 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)) and reasonable attorneys’ fees and expenses, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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, damage, claim, liability or expense is shall have been determined by a court of competent jurisdiction to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The 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 defensedefense 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 7.7 shall survive 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 ’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal, Redemption Price principal or Purchase Repurchase Price of or Additional Contingent Interest, if any, or interest on, particular NotesSecurities. 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 an Event of Default specified in Section 6.1(f) or (g) hereof occurs6.1(x)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 shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the Security Documents and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee (including in its capacity as Collateral Agent) against any and all losses, liabilities, claims, damages liabilities or expenses (including reasonable attorneys’ fees and expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), ) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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 is caused by may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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 ’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 an Event of Default specified in Section 6.1(f6.1(6) or (g) 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 shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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 is caused by may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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 ’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 InterestLiquidated 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 an Event of Default specified in Section 6.1(f6.1(g) or (gh) 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 shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's 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 on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by or on behalf the Trustee in accordance with any provision of it in addition to the compensation for its services. Such expenses shall include this Indenture (including the reasonable compensationcompensation and the expenses and disbursements of its agents and counsel), disbursements and expenses of the Trustee's attorneysexcept any such expense, accountants, experts and such other professionals disbursement or advance as the Trustee deems necessary, advisable may be attributable to its negligence or appropriate. The Company shall bad faith; and (3) to indemnify the Trustee for, and any predecessor Trustee against to hold it harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability, action, suit, cost or expensesexpense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) of any kind and nature whatsoever incurred without negligence or bad faith, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of this trust or the performance of its duties under this Indenture (including its duties under Section 9.6 hereof)hereunder, 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. In addition, except to the extent any such loss, liability or expense is caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly hereby agrees to pay all amounts owing under Section 8.06 of any claim for which it may seek indemnity. Failure by the Trustee Trust Agreement and 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, enter into and the Trustee shall cooperate perform an Expense Agreement substantially in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses Form 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 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of Exhibit B to this Indenture. To secure the Company's payment obligations in under this Section 7.7607, the Trustee shall have a Lien prior to the Notes on lien against all money or property held or collected by the Trustee, except that held in trust which lien 56 57 shall be subordinate 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 rights of the Trustee, Debentureholders but prior to the satisfaction and discharge rights of this Indenture and the termination of this IndentureCompany to any such money or property. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f501(4) or (g5) 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 the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute. The provisions of this Section shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against (which for purposes of this Section 7.7 shall include its officers, directors, employees, agents and shareholders), and hold it harmless 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)) and reasonable attorneys’ fees and expenses, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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, damage, claim, liability or expense is shall have been determined by a court of competent jurisdiction to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The 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 defensedefense 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 7.7 shall survive 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 ’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal, Redemption Price or Purchase Price of or Additional Interest, if anyof, or interest on, particular NotesSecurities. 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 an Event of Default specified in Section 6.1(f6.1(x) or (g) 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 Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company Issuers and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company Issuers shall indemnify the Trustee 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 arising out of or in connection with the acceptance or administration of its -57- duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the CompanyIssuers, 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuers shall not relieve the Company Issuers of its their obligations hereunder. The Company 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 Company Issuers shall pay the reasonable fees and expenses of such counsel. The Company Issuers need not pay for any settlement made without its their consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuers under this Section 7.7 shall survive 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 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 an Event of Default specified in Section 6.1(f) or (g) 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 shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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 is caused by may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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 InterestLiquidated 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 an Event of Default specified in Section 6.1(f6.1(g) or (gh) 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 shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee and any predecessor Trustee its officers, directors, employees and agents against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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 is shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the 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 7.7 shall survive 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 ’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 an Event of Default specified in Section 6.1(f) or (g) 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 shall and each of the Guarantors jointly and severally covenant and agree to pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall and each of the Guarantors jointly and severally covenant and agree to reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate, but in no event shall include employees of the Trustee. The Company and each of the Guarantors jointly and severally shall indemnify the Trustee and any predecessor Trustee against (which for purposes of this SECTION 7.7 shall include its officers, directors, employees, agents and shareholders), and hold it harmless 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)) and reasonable attorneys’ fees and expenses, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereofSECTION 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 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, damage, claim, liability or expense is shall have been determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The At the Trustee’s sole discretion, the Company shall defend any claim or threatened claim asserted against the Trustee, with counsel reasonably satisfactory to the Trustee (which may be counsel to the Company unless there would be a conflict in such representation), and the Trustee shall cooperate in the defensedefense 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 and the Guarantors under this Section SECTION 7.7 shall survive 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 ’s and Guarantors’ payment obligations in this Section SECTION 7.7, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, if any, except that held in trust to pay principal, Redemption Price or Purchase Price any amount due and owing to the Holders hereunder and under the terms of or Additional Interest, if any, or interest on, particular Notesthe 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 an Event of Default specified in Section 6.1(fSECTION 6.1(k) or (g) 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 shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteewriting. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claimsdamages, damages claims or expenses, including taxes (other than taxes those based upon, measured by or determined by the income of the Trustee), ) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof9.6), 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 is caused by may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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, 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 an Event of Default specified in Section 6.1(f) or (g) 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 shall agrees (1) to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's 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 on in regard to the compensation of a trustee of an express trust. The Company shall ); (2) except as otherwise expressly provided herein, to reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by or on behalf the Trustee in accordance with any provision of it in addition to the compensation for its services. Such expenses shall include this Indenture (including the reasonable compensationcompensation and the expenses and disbursements of its agents and counsel), disbursements and expenses of the Trustee's attorneysexcept any such expense, accountants, experts and such other professionals disbursement or advance as the Trustee deems necessary, advisable may be attributable to its negligence or appropriate. The Company shall bad faith; and (3) to indemnify the Trustee for, and any predecessor Trustee against to hold it harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability, action, suit, cost or expensesexpense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) of any kind and nature whatsoever incurred without negligence or bad faith, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of this trust or the performance of its duties under this Indenture (including its duties under Section 9.6 hereof)hereunder, 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. In addition, except to the extent any such loss, liability or expense is caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly hereby agrees to pay all amounts owing under Section 8.06 of any claim for which it may seek indemnity. Failure by the Trustee Trust Agreement and 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, enter into and the Trustee shall cooperate perform an Expense Agreement substantially in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses Form 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 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of Exhibit A to this Indenture. To secure the Company's payment obligations in under this Section 7.7607, the Trustee shall have a Lien prior to the Notes on lien against all money or property held or collected by the Trustee, except that held in trust which lien shall be subordinate 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 rights of the Trustee, Securityholders but prior to the satisfaction and discharge rights of this Indenture and the termination of this IndentureCompany to any such money or property. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f501(4) or (g5) 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 the Bankruptcy Reform Act of 1978 or any Bankruptcy Lawsuccessor statute. The provisions of this Section shall survive the termination of this Indenture.

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate, but in no event shall include employees of the Trustee. The Company shall indemnify the Trustee and any predecessor Trustee against (which for purposes of this SECTION 7.7 shall include its officers, directors, employees, agents and shareholders), and hold it harmless 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)) and reasonable attorneys' fees and expenses, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereofSECTION 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 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, damage, claim, liability or expense is shall have been determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The At the Trustee's sole discretion, the Company shall defend any claim or threatened claim asserted against the Trustee, with counsel reasonably satisfactory to the Trustee (which may be counsel to the Company unless there would be a conflict in such representation), and the Trustee shall cooperate in the defensedefense 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 SECTION 7.7 shall survive 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 SECTION 7.7, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, if any, except that held in trust to pay principal, Redemption Price or Purchase Price any amount due and owing to the Holders hereunder and under the terms of or Additional Interest, if any, or interest on, particular Notesthe 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 an Event of Default specified in Section 6.1(fSECTION 6.1(ix) or (g) 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 shall pay to the Trustee from time to time such reasonable compensation as the Company may negotiate with the Trustee in accordance with industry standards for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Subsidiary 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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 InterestLiquidated 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 an Event of Default specified in Section 6.1(f6.1(i) or (gj) 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 shall pay to the Trustee from time to time such compensation as the Company may negotiate with the Trustee in accordance with industry standards for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 10.6 hereof), including the costs and expenses of enforcing this Indenture (including this Section 8.7) or any Guarantee Security Document against the Company or a Guarantor 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 this Section 7.7the 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 GuarantorSubsidiary, 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 8.7 shall survive 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 7.78.7, 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, principal or Redemption Price or Purchase Price of or Additional Interest, if anyof, 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 an Event of Default specified in Section 6.1(f7.1(g) or (gh) 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 Issuer and the Guarantors, if any, shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer and the Guarantors, if any, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company Issuer and the Guarantors, if any, shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 9.06 hereof), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company Issuer or a Guarantor the Guarantors, if any, (including this Section 7.77.07) and defending itself against or investigating any claim (whether asserted by the CompanyIssuer, any Guarantor, a Guarantor or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is caused by may be attributable to its own gross negligence or willful misconduct. The Trustee shall notify the Company Issuer and the Guarantors, if any, promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company Issuer or such Guarantors shall not relieve the Company Issuer or such Guarantors of its their obligations hereunder. The Company Issuer and the Guarantors, if any, 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 Issuer shall pay the reasonable fees and expenses of such counsel. The Company Issuer and the Guarantors, if any need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company Issuer and the Guarantors, if any, under this Section 7.7 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. To secure the CompanyIssuer's and the Guarantors' 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 principal and interest on, 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 an Event of Default specified in Section 6.1(f6.01(h) or (gi) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation, Reimbursement and Indemnity. The Company Issuer shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company Issuer and the Trustee. The Trustee's ’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 ’s attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or appropriate. The Company Issuer shall also pay when due to the Trustee and the Agents any and all other amounts expressly required pursuant to this Indenture. The Issuer shall indemnify the Trustee and any predecessor Trustee Trustee, and their respective officers, directors, employees, representatives and agents, and hold it harmless against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney’s fees and expenses), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (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 Issuer (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any GuarantorIssuer, 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 may be attributable to its own negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction). The Trustee shall shall, to the extent permitted by applicable law (including any Bankruptcy Law), notify the Company Issuer promptly of any claim for which it may seek indemnityindemnity or security. Failure by the Trustee to so notify the Company Issuer shall not relieve the Company Issuer of its obligations hereunder. The Company Issuer shall defend any claim or threatened claim asserted against the Trustee, and with counsel reasonably satisfactory to the Trustee, unless the Trustee elects to carry in the defense itself, and, if the Trustee does not elect to carry on the defense itself, the Trustee shall reasonably cooperate in the defensedefense at the Issuer’s expense. The Trustee may have separate counsel and the Company Issuer shall pay the reasonable fees and expenses of such counsel. The Company Issuer need not pay for any settlement made without its consent, . Any settlement which consent shall affects the Trustee may not be unreasonably withheldentered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The obligations of the Company Issuer under this Section 7.7 shall survive 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 Issuer’s payment obligations in this Section 7.77.7 (and otherwise pursuant to this Indenture), the Trustee shall have a Lien lien prior to any right of a Holder (including any beneficial Holder in a Note) in respect of the Notes on all money or property held or collected by the TrusteeTrustee or to which the Trustee or any Holder has any rights, except that held in trust to pay principal, principal or Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien 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 an Event of Default specified in Section 6.1(f6.1(5) or and (g6) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents agents, consultants and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation, Reimbursement and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be agreed upon in writing by the Company and the Trusteehereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and 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 deems necessary, advisable or appropriate. The Company shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages liabilities or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of enforcing this Indenture or any Subsidiary Guarantee against the Company or a Subsidiary Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the Company, any Subsidiary 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 may be attributable to its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend 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 7.7 shall survive 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 InterestLiquidated 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 an Event of Default specified in Section 6.1(f6.1(g) or (gh) 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.